Clawback (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
Clawbacks The payments to Executive pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
Clawback Policy The Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Stock Units or any shares of Common Stock or other cash or property received with respect to the Stock Units (including any value received from a disposition of the shares acquired upon payment of the Stock Units).
Clawback Provision Notwithstanding any other provisions in this Agreement to the contrary, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, to the extent required by such laws or government regulations, the Company shall recover from the Executive any such incentive-based compensation (if any) paid to the Executive pursuant to this Agreement during the three (3) year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement.
Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).
LISTING RULES IMPLICATION As the counterparties to the 2025 Xxx Xxxx Master Purchase Agreement, being Xxx Xxxx and Xxx Xxxx Metal Sdn. Bhd. and the counterparties to the 2025 Chye Seng Huat Trading Master Purchase Agreement, being Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd., Soon Xxx Metal Sdn. Bhd. and Xxxx Xxxx Recycle Sdn. Bhd., are connected with each other, the transactions contemplated under the 2025 Xxx Xxxx Master Purchase Agreement and the 2025 Chye Seng Huat Trading Master Purchase Agreement are aggregated pursuant to Rules 14A.81 and 14A.82 of the Listing Rules. As the counterparties to the 2025 Master Purchase Agreements are connected persons and/or deemed connected persons of the Company, the transactions contemplated under the 2025 Master Purchase Agreements constitute continuing connected transactions on the part of the Company under Chapter 14A of the Listing Rules. Each of the 2025 Master Purchase Agreements and their respective proposed annual caps of the transactions thereunder shall be subject to the approval of the Independent Shareholders of the Company by way of ordinary resolutions at the EGM. The EGM will be convened to consider and, if thought fit, to approve (i) the proposed amendments to the Articles and adoption of the New Articles of Association; and (ii) each of the 2025 Master Purchase Agreements and their respective proposed annual caps of the transactions thereunder. The vote of the Shareholders at the EGM shall be taken by poll and the Sia Brothers and their respective associates shall abstain from voting on the ordinary resolutions approving the 2025 Master Purchase Agreements. A circular containing, among other things, the information on the proposed amendments to the Articles and adoption of the New Articles of Association, the 2025 Master Purchase Agreements and their respective proposed annual caps of the transactions thereunder, the letter of advice from South China Capital to the Independent Board Committee and the Independent Shareholders, the recommendation from the Independent Board Committee together with the notice of the EGM will be published on the Company’s website at xxx.xxxxxxx.xxx and the Stock Exchange’s website at xxx.xxxxxxxx.xx, and will be despatched to the Shareholders as required. The Company proposes to amend the Articles by way of adoption of the New Articles of Association to (i) bring the Articles of Association in line with the latest regulatory requirements in relation to the expanded paperless listing regime and the electronic dissemination of corporate communications by listed issuers and the relevant amendments made to the Listing Rules which took effect on December 31, 2023; and (ii) incorporate other house-keeping amendments to the Articles of Association including to update, modernize or clarify provisions of the Articles of Association where it is considered desirable. The proposed amendments to the Articles and adoption of the New Articles of Association shall be subject to the approval of the Shareholders by way of a special resolution at the EGM and shall take effect upon the close of the EGM. References are made to the announcement and the circular of the Company dated 7 March 2022 and 21 April 2022 respectively in relation to, among others, (a) the 2022 Long Hin Master Purchase Agreement with Long Hin, pursuant to which the Group may, but is not obliged to, purchase scrap ferrous metals and used batteries from Long Hin; (b) the 2022 Xxx Xxxx Master Purchase Agreement with Xxx Xxxx and Xxx Xxxx Metal Sdn. Bhd., pursuant to which the Group may, but is not obliged to, purchase scrap ferrous metals, used batteries and waste paper from Xxx Xxxx and/or Xxx Xxxx Metal Sdn. Bhd.; and (c) the 2022 Chye Seng Huat Trading Master Purchase Agreement with Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd. and Soon Xxx Metal Sdn. Bhd., pursuant to which the Group may, but is not obliged to, purchase scrap ferrous metals, used batteries and waste paper from Chye Seng Huat Trading, Chye Seng Huat Sdn. Bhd., and/or Soon Xxx Metal Sdn. Bhd. The 2022 Master Purchase Agreements were effective from 1 January 2022 and will be expired on 31 December 2024. In order to renew and update the existing continuing connected transactions contemplated under the 2022 Master Purchase Agreements, on 29 October 2024 (after trading hours), the Company has agreed to enter into the 2025 Xxx Xxxx Master Purchase Agreement and the 2025 Chye Seng Huat Trading Master Purchase Agreement to reflect the terms of the proposed continuing connected transactions and to set the annual caps of the respective transactions thereunder for the period of the three financial years ending 31 December 2025, 2026 and 2027. The 2022 Long Hin Master Purchase Agreement will not be renewed. As the counterparties to the 2025 Master Purchase Agreements are connected persons and/or deemed connected persons of the Company, the transactions contemplated under the 2025 Master Purchase Agreements constitute continuing connected transactions on the part of the Company under Chapter 14A of the Listing Rules and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. The principal terms of the 2025 Master Purchase Agreements are set out below:
LISTING RULES IMPLICATIONS NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and
Compensation Scheme If you make a complaint and we are unable to meet our liabilities, you may be entitled to compensation from the Financial Services Compensation Scheme. For investment business you will be covered up to a maximum of £85,000. Further information about these amounts and limits for all other product types are available from the FSCS at xxxx://xxx.xxxx.xxx.xx/what-we-cover/products We are required by the anti-money laundering regulations to verify the identity of our clients, to obtain information as to the purpose and nature of the business which we conduct on their behalf, and to ensure that the information we hold is up-to-date. For this purpose we may use electronic identity verification systems and we may conduct these checks from time to time throughout our relationship, not just at the beginning.
Clawback Rights The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employed by the Parent and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Parent financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Parent’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Parent and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Parent shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Parent and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Parent with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (“Dxxx-Xxxxx Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dxxx-Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dxxx-Xxxxx Act and such rules and regulations as hereafter may be adopted and in effect.
Compensation Recoupment Policy This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to you and to Awards of this type.
