Operating Rules 6.1 Merchant must comply with the Operating Rules, as the same may be amended from time to time. The Operating Rules may change with little or no advance notice to Merchant and Merchant will be bound by all such changes. If Merchant objects to any change in the Operating Rules, it must immediately stop accepting new Transactions for Cards governed by the change. The Operating Rules will govern in the event that there is any inconsistency between the Merchant Agreement and the Operating Rules. However, nothing in the Merchant Agreement shall be construed to impose on Merchant a requirement (including a requirement under the Operating Rules) which is prohibited by mandatory provisions of applicable law (i.e., where the applicability of such provisions of law to the Merchant Agreement, and of the law’s prohibition to the particular requirement which otherwise would be imposed on Merchant hereunder, cannot lawfully be waived by agreement), but the requirement hereunder shall be construed to continue in effect and to be imposed on Merchant in all respects and at all times to the fullest extent possible without violating the law’s prohibition, with only those particular applications of the requirement which would violate the law’s prohibition deemed severed from the provisions hereof.
Observing Rules Observe the rules framed from time to time by the Promoter/Association (upon formation) for the beneficial common enjoyment of the Common Areas, facilities and amenities.
GEM LISTING RULES IMPLICATIONS As certain of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the unsecured loan granted under the Supplemental Agreement to the Borrower were more than 5% but less than 25%, the unsecured loan granted under the Supplemental Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to reporting and announcement requirements under the GEM Listing Rules.
Governing Rules Any arbitration proceeding will (i) proceed in a location in California selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.
Applicable Rules Where a matter relating to investment is governed by this Agreement and simultaneously by the national legislation of either Contracting Party or international obligations existing at present or future by the contracting parties, investors of the other contracting party may avail itself of the provisions that are most favourable.
LISTING RULES IMPLICATIONS As (i) Yongsheng Holdings is owned by (a) Xx. Xx, an executive Director and a controlling Shareholder, (b) Xx. Xx Wenhua, a nephew of Xx. Xx, and (c) Xx. Xx Chunyan, a daughter of Xx. Xx, as to 90%, 5% and 5%, respectively; (ii) Yongsheng Trading is owned by (a) Hangzhou Yongsheng Group, a company wholly-owned by Yongsheng Holdings, as to 51% and (b) Xx. Xx Conghua, an executive Director and a nephew of Xx. Xx, as to 49%; and (iii) Hangzhou Yibang is owned by Hangzhou Yongsheng Group as to 55% and Ms. Yinli, an independent third party, as to 45%, each of Yongsheng Trading, Yongsheng Holdings and Hangzhou Yibang is a connected person of the Company. Accordingly, the entering into of the Tenancy Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As such, Xx. Xx and Xx. Xx Conghua have abstained from voting on Board resolutions of the Company to approve each of the Tenancy Agreements and the transaction contemplated thereunder. Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest Annual Caps, when aggregated, are above 0.1% but below 5%, the transactions contemplated under the Tenancy Agreements are subject to reporting, annual review and announcement requirements but are exempt from independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. THE TENANCY AGREEMENTS Principal terms of each of the Tenancy Agreements are set out as follows: Tenancy Agreement One Tenancy Agreement Two Tenancy Agreement Three Date: 22 October 2021 Parties: (i) Changsheng Property, as landlord; and (ii) Yongsheng Trading, as tenant (i) Changsheng Property, as landlord; and (ii) Yongsheng Holdings, as tenant (i) Changsheng Property, as landlord; and (ii) Hangzhou Yibang, as tenant Premises: Property One (i.e. an area with gross floor area of approximately 498 sq.m. on 22nd Floor of Yongsheng Plaza located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Two (i.e. an area with gross floor area of approximately 1,440.81 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Property Three (i.e. an area with gross floor area of approximately 146.63 sq.m. on 00xx Xxxxx xx Xxxxxxxxx Xxxxx located at Xiaoshan Economic and Technological Development Zone in Hangzhou, the PRC) Principal use: as offices and for commercial use only Term: Three years commencing from 1 November 2021 to 31 October 2024 (both days inclusive) One year commencing from 1 November 2021 to 31 October 2022 (both days inclusive) Monthly rent: – First and second year: RMB54,303.79; and – Third year: RMB55,932.90 (exclusive of utility charges and management fees) – First and second year: RMB159,960.00; and – Third year: RMB164,758.80 (exclusive of utility charges and management fees) RMB8,028.00 (exclusive of utility charges and management fees) Rental deposit: At the time of delivery of Property One, Yongsheng Trading shall pay a sum of RMB108,607.58, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement One. Upon expiry of Tenancy Agreement One and that Yongsheng Trading having (i) vacated and returned Property One as agreed; (ii) completed the procedures of removing Property One as Yongsheng Trading’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Trading without interest. At the time of delivery of Property Two, Yongsheng Holdings shall pay a sum of RMB319,920.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Two. Upon expiry of Tenancy Agreement Two and that Yongsheng Holdings having (i) vacated and returned Property Two as agreed; (ii) completed the procedures of removing Property Two as Yongsheng Holdings’ registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Yongsheng Holdings without interest. At the time of delivery of Property Two, Hangzhou Yibang shall pay a sum of RMB16,056.00, which is equivalent to the amount of two months’ rental fee, to Changsheng Property as rental deposit for its performance of the terms and conditions stipulated in Tenancy Agreement Three. Upon expiry of Tenancy Agreement Three and that Hangzhou Yibang having (i) vacated and returned Property Three as agreed; (ii) completed the procedures of removing Property Three as Hangzhou Yibang’s registered address (if applicable); (iii) settled all outstanding fees, Changsheng Property will refund the rental deposit to Hangzhou Yibang without interest.
DISCIPLINARY RULES Peace officers shall be subject to disciplinary action for unprofessional conduct whenever:
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:
RULES & REGULATIONS The Exhibitor must comply with the requirements of all Authorities and where applicable with all rules and regulations issued by the owner of the Venue in force at the time of the Exhibition. The Exhibitor undertakes to comply with the obligations and duties contained or referred to in the Contract including (without limitation) those contained or to be contained in the Exhibitors’ Manual. Exemptions from any of these obligations and duties may be granted at the Organisers’ discretion. No exemption given by the Organisers will be effective unless in writing. The Contract comprises these Terms and Conditions, the Exhibition Space Contract and the Exhibitors’ Manual) except as varied in writing signed by the parties.
Applicable Rules and Regulations The Account and each transaction therein shall be subject to the terms of this Agreement and to (a) all applicable laws and the regulations, rules and orders (collectively "regulations") of all regulatory and self-regulatory organizations having jurisdiction and (b) the constitution, by-laws, rules, regulations, orders, resolutions, interpretations and customs and usages (collectively "rules") of the market and any associated clearing organization (each an "exchange") on or subject to the rules of which such transaction is executed and/or cleared. The reference in the preceding sentence to exchange rules is solely for DWR's protection and DWR's failure to comply therewith shall not constitute a breach of this Agreement or relieve Customer of any obligation or responsibility under this Agreement. DWR shall not be liable to Customer as a result of any action by DWR, its officers, directors, employees or agents to comply with any rule or regulation.