General Rule p. .02 Failure to properly provide the minimum top-heavy benefit under § 416 of the Code to non-key employees p.
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General Rule If the Company experiences a Change of Control, then the Company shall promptly pay to Purchaser an amount equal to the Maximum Payment Amount minus the aggregate of all payments made by the Company to Purchaser under this Note, including payments made by the Company pursuant to section 2.3.
General Rules Licenses for the Licensed Programs to which this OST applies may be granted according to one of the following licensing schemes (specifying the authorized use), as specified in the Product Portfolio if available, and as determined in the applicable Transaction Document: ⮚ Concurrent (or Floating) Based ⮚ Machine (or node-lock) Based ⮚ Named User Based ⮚ System License Licenses for the Licensed Programs to which this OST applies are granted for use on Machines by the Users (and Extended Enterprise Users, as applicable) only in the country for which the DS Offerings are ordered. However, (i) Users, whose usual workplace is located in the same country as the country where such use of the Licensed Programs has been authorized, may use the Licensed Programs in any other country (subject inter alia to the export and re-export laws and regulations provisions of the Agreement) for purposes of a business trip of a maximum of thirty (30) consecutive days and (ii) DS may authorize, on a case-by-case basis, the use of certain Licensed Programs by the Users (and Extended Enterprise Users, as applicable) on a Remote Access mode. It is agreed that, notwithstanding anything to the contrary provided in the Documentation, software components packaged and delivered by DS as part of a given DS Offering: ⮚ shall solely be used together and as part of such DS Offering and ⮚ shall not be used standalone and/or for other purposes than the ones for which such DS Offering has been marketed and granted to Customer by DS. If a patent invention is implemented in the DS Offering for which a right to use or access is granted pursuant to the Agreement, DS hereby grants Customer a non-exclusive license on the applicable patent limited to the use of such DS Offering.
General Regulations A. Excessively loud speakers and sound displays are not permitted, and BAC Productions shall have the right to reject any exhibit which does not, in its sole, and reasonable opinion, conform to the general tenor of the show.
LISTING RULES IMPLICATION Pursuant to the Framework Agreement, Biostime Pharma subscribed for and ISM issued the Subscription Shares, representing 20% of the total issued share capital of ISM as enlarged by the issuance of the Subscription Shares at an aggregate subscription price of EUR2,522,925 on 2 July 2013. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related to the Proposed Project, entered into by relevant members of the Group with the same party, the Board considers that it is appropriate to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 of the Listing Rules. As certain aggregate applicable percentage ratios (as defined in the Listing Rules) are more than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement and the transactions contemplated thereunder constitute discloseable transactions for the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members of the Group and ISM. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date of the Bond 30 July 2013 Subscription Agreement Parties to the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 January 2014; and – Tranche C: 5,825,691 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 July 2014. Subject to fulfillment of relevant conditions precedent (see below) as specified in the Bond Subscription Agreement, as well as compliance by ISM of the terms and conditions of the Bond Subscription Agreement, Biostime Investment agrees to subscribe to the abovementioned three tranches of Bonds, and to pay the corresponding price on the corresponding date of issuance of relevant tranche (each an “Issuance Date”). Conditions precedent The subscription of each tranche of the Bonds by Biostime Investment is subject to below conditions precedent:
Rights Protection Mechanisms and Abuse Mitigation ‐ Registry Operator commits to implementing and performing the following protections for the TLD:
Additional Rules An Excess Amount or suspense account described in Part 2 of Article III does not share in the allocation of net income, gain or loss described in this Section 9.11. If the Employer maintains its Plan under a Code Section 401(k) Adoption Agreement, the Employer may specify in its Adoption Agreement alternate valuation provisions authorized by that Adoption Agreement. This Section 9.11 applies solely to the allocation of net income, gain or loss of the Trust. The Advisory Committee will allocate the Employer contributions and Participant forfeitures, if any, in accordance with Article III.
LISTING RULES IMPLICATIONS As of the date of this announcement, China Baowu is interested in approximately 26.97% of the issued share capital of the Company, of which 1.46% is directly held by China Baowu and 25.51% is indirectly controlled or held by China Baowu through its controlled corporation. China Baowu is an indirect substantial shareholder of the Company, i.e. a connected person under Chapter 14A of the Listing Rules. China Baowu is the de facto controller of Magang Group, Baowu Carbon, Baosteel Chemical Zhanjiang, WISCO, Masteel, Baosteel Engineering, Baosteel Co., Ltd., Wuhan Iron & Steel, Zhanjiang Steel, Meishan Iron & Steel, ZNGF, Echeng Steel, TISCO, Baosteel Desheng, Bayi Iron & Steel, Yili Steel, Nanjiang Baicheng and Baowu Water, as such, Magang Group, Baowu Carbon, Baosteel Chemical Zhanjiang, WISCO, Masteel, Baosteel Engineering, Baosteel Co., Ltd., Wuhan Iron & Steel, Zhanjiang Steel, Meishan Iron & Steel, ZNGF, Echeng Steel, TISCO, Baosteel Desheng, Bayi Iron & Steel, Yili Steel, Nanjiang Baicheng and Baowu Water are also connected persons of the Company under Chapter 14A of the Listing Rules. Therefore, the transactions under the Capital Injection Agreement will constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable percentage ratio of the Capital Injection Agreement exceeds 0.1% but falls below 5%, such connected transactions are only subject to the reporting and announcement requirements under the Listing Rules but are exempt from independent shareholders’ approval requirement under the Listing Rules. APPROVAL BY THE BOARD On 28 December 2022, the Resolution on External Investment and Related Transactions was voted and approved at the 20th meeting of the ninth session of the Board and the 12th meeting of the ninth session of the Supervisory Committee of the Company. After the consideration and approval by the Board of the Company and the completion of the internal approval procedures by all parties, the parties formally entered into the Capital Injection Agreement. None of the Directors at the above Board meetings has material interests in the Agreement or is required to abstain from voting on the relevant Board resolution in respect of the Agreement.
Employees with a Work-related Injury/Disability An employee who was off the State payroll due to a work-related injury or a work-related disability may continue to participate in the Group Insurance Program as long as such an employee receives workers' compensation payments or while the workers' compensation claim is pending.
