Concluding provisions (1) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing.
IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, WLB is controlled as to 38% by Xx. Xx Xxxxxx, the chairman of the Board, an executive Director and a controlling shareholder indirectly holding approximately 51.65% of the total number of issued Shares. As such, WLB is an associate of Xx. Xx Xxxxxx, and a connected person of the Company under the Listing Rules, and the transactions contemplated under the Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing Rules and exceed HK$10 million, the transactions contemplated under the Bank Deposit Agreement and the Annual Caps are subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the Company will seek to obtain the approval of the Independent Shareholders on the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps) at the EGM. As at the date of this announcement, Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the spouse of Xx. Xx Xxxxxx, beneficially owns approximately 4.89% of the total number of issued Shares. In accordance with the Listing Rules, at the EGM where the voting will be taken by poll, Xx. Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Xxxxxxxx Resources Limited, who are materially interested in the Bank Deposit Agreement, and their respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the Independent Shareholders as to whether the terms of the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, and whether such transactions are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the IFA. Opus Capital Limited has been appointed as the IFA to advise the Independent Board Committee and the Independent Shareholders as to the foregoing matters.
Clarification of Documents 2.5.1 A prospective tenderer requiring any clarification of the tender document may notify the Procuring entity in writing or by post at the entity’s address indicated in the Invitation to Tender. The Procuring entity will respond in writing to any request for clarification of the tender documents, which it receives not later than seven (7) days prior to the deadline for the submission of tenders, prescribed by the procuring entity. Written copies of the Procuring entities response (including an explanation of the query but without identifying the source of inquiry) will be sent to all prospective tenderers that have received the tender document.
Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. No response
CFR PART 200 Contract Provisions Explanation Required Federal contract provisions of Federal Regulations for Contracts for contracts with ESC Region 8 and TIPS Members: The following provisions are required to be in place and agreed if the procurement is funded in any part with federal funds. The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are located in 2 CFR PART 200 - Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards at 2 CFR PART 200. Others are included within 2 CFR part 200 et al. In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non- Federal entity under the Federal award must contain provisions covering the following, as applicable.
Actions under the Program The actions taken by the Recipient under the Program include the following:
Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is:
Exceptions to the obligation to provide assistance 1. Assistance may be refused or may be subject to the satisfaction of certain conditions or requirements, in cases where a Party or the EAC Partner States as the case may be concerned is of the opinion that assistance under this Protocol would:
Modifications and Rectifications to Coverage 1. A Party may make rectifications of a purely formal nature to its coverage under this Chapter, or minor amendments to its Schedules in Annex XVI, provided that it notifies the other Parties in writing and no Party objects in writing within 45 days from the receipt of the notification. A Party that makes such a rectification or minor amendment need not provide compensatory adjustments to the other Parties.
Enforceability and Severability The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.
