Except for Messrs. Mr. Xx Xxxxx, Xx. Xxx Xxxxxxxx, Xx. Xx Xxxxxxx, Xx. Xxxx Xxxxxxxxx and Xx. Xx Xxxxxxxx (together, the ‘‘Excluded Directors’’) who had abstained from voting at the Board meeting approving, among others, the Moyu Proposed Caps and the Moyu Construction Agreement and the transactions contemplated thereunder due to the reasons stated above and the Independent Non-executive Directors whose views will be contained in the circular to be issued by the Company after considering the advice from the independent financial adviser) considers that the continuing connected transactions contemplated under the Moyu Construction Agreement were entered into in the ordinary course of business of the Group and on normal commercial terms, and the terms and conditions therein (including the Moyu Proposed Cap) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board (excluding the Excluded Directors and the Independent Non-executive Directors whose views will be contained in the circular to be issued by the Company after considering the advice from the independent financial adviser) considers that the Moyu CCT will be carried out in the ordinary and usual course of business of CNI23 Energy and on normal commercial terms or better from the perspective of CNI23 Energy, and the terms of the transactions are fair and reasonable and in the interests of the Company and its Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, CNI23 Energy is wholly-owned by CNI23 (Nanjing) which is in turn wholly-owned by Guoxin Energy. Guoxin Energy is owned as to 51% by CNI23 New Energy (a wholly-owned subsidiary of the Company). The Company is owned as to approximately 36.3% by China He Investment. ZOC holds 100% interests in China He Investment and ZOC is 100% owned by CNEGC. The ultimate beneficial owner of China He Investment is CNEGC. CNEGC holds 55% shareholding interest of Xinhua Hydropower. Xinhua Hydropower holds approximately 98.11% interests in Xinhua Water and Electricity which in turn wholly-owns Xinhua Shengshu. Therefore, Xinhua Shengshu is a connected person of the Company within the meaning of the Listing Rules. As certain relevant percentage ratio in respect of the Moyu Proposed Cap is more than 25%, the transactions contemplated under the Moyu Construction Agreement and the Moyu Proposed Cap are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirement...
Except for Messrs. Alender, Key, Freiburg and Xxxxx, and Xxxxxxx X. Xxxxx, and any other employee receiving a separate change in control, severance, retention bonus, or similar payment in connection with the Closing of the Merger, those employees of SBTC as of the Effective Time (i) who are still employed by SBTC and who Horizon or its Subsidiaries elect not to employ after the Effective Time or who are terminated involuntarily, other than for cause, within twelve (12) months after the Effective Date; and (ii) who sign and deliver a termination and release agreement in a form acceptable to Horizon (as set forth in Schedule 6.03(h) of the Horizon Disclosure Schedule), shall be entitled to severance pay equal to one (1) week of pay, at their base rate of pay in effect at the time of termination, for each full year of continuous service with SBTC with a minimum of four (4) weeks and a maximum of twenty-six (26) weeks. Such employees will receive their severance in a lump-sum payment. Furthermore, any of such terminated employees shall be entitled to continuation coverage under Horizon Bank’s group health plans as required by COBRA, subject to timely election and payment of the applicable COBRA premium by such terminated employees. In addition, Horizon, at its expense, will provide group career counseling for SBTC employees who will not be continuing with Horizon and will make professional career counseling services available through its internal employee assistance program of up to four (4) visits per employee. Nothing in this Section 6.03(h) shall be deemed to limit or modify Horizon’s or Horizon Bank’s at-will employment policy or any employee’s at will employment status.
Except for Messrs. Salehomoum and Yasueda, who have entered into the Employment Agreements, Parent intends to cause the Surviving Corporation to employ all employees of the Company who are so employed immediately prior to the Effective Time and who accept employment with the Surviving Corporation, on an at-will basis and at the same base compensation levels and at comparable positions such employees received or had prior to the Closing. The Company and the Shareholder shall each use their commercially reasonable efforts to assist the Surviving Corporation in continuing to employ such employees of the Company. At the Effective Time Parent or the Surviving Corporation shall make available to all employees of the Company who become employees of the Surviving Corporation following the Effective Time Parent's employee benefits. To the extent that service is relevant for purposes of eligibility, vesting or calculation of any benefit or benefit accrual under any of such employee benefits, such employee benefits shall credit each such employee for service on or before the Closing Date that was recognized by the Company for purposes of any comparable employee benefit, except with respect to any new employee benefit plan which may be adopted by Parent after the Effective Time for which (i) credit prior to the effective date of such program is not given to similarly situated employees of Parent or (ii) recognition of such service credit would cause such employees to exceed any plan maximums which are also applicable to similarly situated employees of Parent. For the avoidance of doubt, no provision in this Agreement shall be construed to restrict the ability of the Surviving Corporation or Parent to amend any of the compensation and employee benefit plans and policies maintained by the Surviving Corporation following the Closing, or to change the employee benefits made available to employees of the Surviving Corporation to the extent Parent makes changes to the employee benefits available to similarly situated employees of Parent and its Affiliates; provided, however, that in no event shall Parent or the Surviving Corporation amend or modify its obligation to issue restricted stock to recipients of Replacement Options set forth in Section 2.8(b)(iv), nor shall Parent or the Surviving Corporation limit or restrict the benefits available to the employees of the Surviving Corporation that are otherwise available to Parent's or the Surviving Corporation's similarly situated employees. In c...
Except for Messrs. James A. Taylor and James A. Taylor, Jr., shall be asked to serve xx xxx Xxxxxxx Coast Xxxxxxxxx Xxxxxxxx Group of Buyer after Closing.
Except for Messrs. Xxxxxxx, Xxxxxx and Xxxxxxxx-Xxxxx, Buyer may, but shall have no obligation to, offer to employ any or all of Seller's employees on such terms as Buyer determines in its sole discretion. Except as otherwise specifically provided in this Agreement, Buyer shall have no liability of any nature for any salary, accrued vacation or sick pay, accrued vacation or sick time, pension or profit-sharing plan contributions, group insurance payments, severance pay, or other accrued benefits or employment-related payments due to any such employee as a result of his or her employment by Seller or as a result of the transactions contemplated hereby. From and after the date of this Agreement, Seller shall provide to Buyer access to the personnel records of Seller's employees hired by Buyer upon Buyer's reasonable request from time to time during normal business hours.
