OPINION OF THE INDEPENDENT FINANCIAL ADVISER Sample Clauses

OPINION OF THE INDEPENDENT FINANCIAL ADVISER. Where a contract in respect of continuing connected transactions is of a duration longer than three years, Listing Rule 14A.35(1) requires an independent financial adviser to explain why a longer period for such a contract is required and to confirm that it is normal business practice for contracts of this nature to be of such duration. The Contract will be for a duration of 4 years and 3 months. The Company’s independent financial adviser, Xxxxxxxx, has concurred with the Company’s view that a period longer than three years for the Contract is required for the purposes of the Contract and that it is normal business practice for contracts of this type to be of such duration.
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OPINION OF THE INDEPENDENT FINANCIAL ADVISER. Since the term of validity under the Leasing Agreement is longer than three years, pursuant to Rule 14A.52 of the Listing Rules, the Company shall appoint an independent financial adviser to explain why the Leasing Agreement requires a longer period and to confirm whether it is the normal business practice for the agreements of this type to be of such duration. For this purpose, the Company has engaged Orient Capital (Hong Kong) Limited (“Orient Capital”) as the Independent Financial Adviser. In arriving at its opinion as to the reasons that the term of the Leasing Agreement has to exceed three years, Orient Capital has discussed with the Management regarding the Leasing Agreement and has taken into account of the following: (1) The Management expects the Project to be a long-term business development of the Group since it falls within the category of priority industries under the national “13th Five-Year” development plan and has huge market potential; (2) Given the production raw materials of the Project are mainly industrial solid wastes, the development of the Project shall facilitate the utilization of the existing iron tailings produced by Maogong Mine, achieving the reuse of resources to tap on resource value. According to the Management, the life expectancy of Maogong Mine will be a longer period of production, for which a 20-year agreement will ensure the production needs of the Company’s new business operations will be satisfied; (3) The long-term stability of the Leasing Agreement will minimize the risks of future relocation costs upon expiry of the Leasing Agreement and prevents the cause of problems in production; and (4) The new plant is closer to Shenyang and the highway. The long-term agreement can ensure the continuous development and stability of the development of the Project. In considering whether it is normal business practice for agreements of similar nature with the Leasing Agreement to have a term of such duration, Orient Capital has identified transactions entered into by companies listed on the Stock Exchange involving the leasing of properties, with duration of more than three years. Taking into account of the above, Orient Capital confirms that the duration of the Leasing Agreement, which is longer than three years is required and it is normal business practice for the Leasing Agreement to be of such duration.
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OPINION OF THE INDEPENDENT FINANCIAL ADVISER. Given that the duration of the 2020 Wenmo Garment Lease Agreement exceeds three years, pursuant to Rule 14A.52 of the Listing Rules, the Company has appointed Maxa Capital as the Independent Financial Adviser to explain why the 2020 Wenmo Garment Lease Agreement requires a longer period and to confirm that it is normal business practice for agreement of this type to be of such duration. In assessing the reasons for the term of the 2020 Xxxxx Xxxxxxx Lease Agreement to be longer than three years, Maxa Capital has discussed with the management of the Company and considered the following factors:
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OPINION OF THE INDEPENDENT FINANCIAL ADVISER. As the validity period of the Lease Agreement exceeds three years, pursuant to Rule 14A.52 of the Listing Rules, the Company is required to appoint an independent financial adviser to explain why the Lease Agreement requires a longer period and to confirm whether it is normal business practice for agreements of this type to be of such duration. In this regard, the Company has appointed Octal Capital as the Independent Financial Adviser. In arriving at its opinion as to the reasons that the term of the Lease has to exceed three years, Octal Capital has discussed with the management of the Company regarding the Lease Agreement and has taken into account of the following: i. Fuyao Europe currently leases three production plants in Germany, which are scattered in different locations and inconvenient for management. Upon entering into the Lease Agreement between Fuyao Europe and Global Cosmos German, all of the three production plants will be relocated to the new premise located at XxxXxxxxxx 0,00000 Xxxxxxxxxx (the “New Plant”) which is in close proximity to the customers; ii. the New Plant will be constructed according to the existing production conditions of Fuyao Europe to satisfy the production needs of Fuyao Europe and guarantee the long-term and stable lease; iii. it is more cost effective and flexible for Fuyao Europe to occupy a furnished production plant by way of lease in lieu of construction on its own; and iv. entering into the Lease Agreement can facilitate Fuyao Europe to consolidate its resources and manpower in a single location which can expand production and improve efficiency. In considering whether it is normal business practice for the lease arrangement of similar business to be of such duration, Octal Capital has taken the following steps:
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OPINION OF THE INDEPENDENT FINANCIAL ADVISER. As disclosed in the Announcement, in opining whether it is normal business practice for agreements of similar nature with the 2020 Wenmo Garment Lease Agreement to be longer than three years, Maxa Capital considered six comparable leases (the “Comparables”) and the other two property lease agreements previously entered into by the Company (the “Other Leases”). The properties under the Comparables are used for business operation such as office, hotel and shopping center and the properties under the Other Leases are used as warehouse, which are all in nature similar to and comparable with the Premises under the 2020 Wenmo Garment Lease Agreement. Given that the Comparables and the Other Leases (i) involved leasing of properties for business operation; (ii) were entered into by companies listed on the Stock Exchange; and (iii) have duration of more than three years, Maxa Capital is of the view that the Comparables and the Other Leases are comparable with the 2020 Wenmo Garment Lease Agreement. In addition, as (i) the Comparables comprise an exhaustive list of comparable leases which fall within the above three criteria announced within one year before the date of the 2020 Wenmo Garment Lease Agreement, which provide adequate information of recent terms agreed under property leases of similar nature, and (ii) the Other Leases comprise an exhaustive list of comparable leases which fall within the above three criteria and previously entered into by the Company, Maxa Capital considers that the Comparables and the Other Leases are fair and representative samples. Hong Kong, 15 July 2020
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Related to OPINION OF THE INDEPENDENT FINANCIAL ADVISER

  • Opinion of Financial Adviser No advisers, as of the date hereof, have delivered to the IVP Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of IVP Shares.

  • Opinion of Financial Advisors SECTION 3.20

  • Opinion of Financial Advisor 27 SECTION 3.18

  • OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

  • Opinion of the Company's Counsel The Purchaser shall have received from Krys, Boyle, Freedman & Sawyer, P.C., counsxx xx xxe Cxxxxxx, an opinion dated the Closing Date, in form and substance satisfactory to the Purchaser, to the effect that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and the Company has the requisite corporate power and authority to own it properties and to conduct its business. (b) The Company is not presently required to be qualified to do business as a foreign corporation in any state or jurisdiction of the United States. (c) The Company has the requisite corporate power and authority to execute, deliver and perform this Agreement. The Agreement has been duly and validly authorized by the Company, duly executed and delivered by an authorized officer of the Company and constitutes legal, valid and binding obligations of the Company, subject to bankruptcy and other laws of general application affecting the rights and remedies of creditors and except insofar as the enforceability of the indemnification provisions of Section 8.11 of the Agreement may be limited by applicable laws and except that no opinion need be given as to the availability of equitable remedies. (d) The capitalization of the Company is as follows: (i) Preferred Stock. 5,000,000 shares of Stock, of which (A) 500,000 shares have been designated Series A Preferred Stock and are issued and outstanding and (B) 250,000 shares have been designated as Series B Preferred and purchased pursuant to this Agreement. Such shares of Series B Preferred Stock have been duly authorized, issued and delivered, are validly outstanding, fully paid and nonassessable, and have been approved by all requisite shareholder action. The respective rights, privileges and preferences of the Preferred Series B are as stated in the Certificate attached as Exhibit A to the Agreement. The Conversion Stock has been duly and validly reserved for issuance and, when issued in accordance with the Certificate, will be validly issued, fully paid and nonassessable. (ii) Common Stock. 10,000,000 shares of Common Stock, of which 3,000,000 shares have been duly authorized, issued and delivered and are validly outstanding, fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. (iii) Except for (A) the conversion privileges of the Series A Preferred Stock, (B) the conversion privileges of the Series B Preferred, (C) the rights of first refusal contained in Section 9 hereof, (D) the rights of first refusal contained in the Sanyo Agreement, (E) 250,000 shares of Common Stock reserved for issuance upon the exercise of the stock option granted in the Sanyo Agreement, (F) 500,000 shares of Common Stock reserved for issuance upon exercise of outstanding Class A Warrants, (G) 150,000 shares of Common Stock reserved for issuance upon exercise of outstanding Underwriter's Warrants and (H) 657,000 shares of Common Stock reserved for issuance to employees and consultants upon exercise of outstanding stock options, there are no preemptive rights or, to the best of counsel's knowledge, options, warrants, conversion privileges or other rights (or agreements of any such rights) outstanding to purchase or otherwise obtain any of the Company's securities. (e) The certificates representing shares of the Preferred Stock and shares of Common Stock are in due and proper form and have been duly and validly executed by the officers of the Company named thereon. (f) The execution, delivery, performance and compliance with the terms of this Agreement do not violate any provision of any federal, state or local law, rule or regulation or of any judgment, writ, decree or order binding upon the Company or any provision of the Company's amended Articles or By-Laws. (g) All consents, approvals, orders or authorizations of, and all qualifications, registrations, designations, declarations or filings with, any federal or state governmental authority on the part of the Company required in connection with the consummation of the transactions contemplated by this Agreement have been obtained and are effective as of the Closing, and such counsel is not aware of any proceedings, or threat thereof, which question the validity thereof. (h) Based in part upon the representations of the Purchaser in this Agreement, the offer and sale of the Series B Preferred pursuant to the terms of this Agreement are exempt from the registration requirements of Section 5 of the Securities Act by virtue of Section 4(2) thereof, and from the qualification requirements of the securities laws of the State of Nevada, or all requisite permits, qualifications and orders have been obtained. 13 (i) Except as set forth on the Schedule of Exceptions attached to the Agreement as Exhibit B, such counsel is not aware of any action, proceeding or investigation pending against the Company or any of its officers, directors or employees, or that any of the foregoing has received any threat thereof, which questions the validity of the Agreement or the right of the Company or its officers, directors and employees to enter into such agreement or which might result, either individually or in the aggregate, in any adverse change in the assets, condition, affairs or prospects of the Company, nor is such counsel aware of any litigation pending, against the Company or any of its officers, directors or employees' or that any of the foregoing has received any threat thereof, by reason of the proposed activities of the Company, the past employment relationships of its officers, directors or employees, or negotiations by the Company or any of its officers or directors with possible investors in the Company. (j) The Company is not in violation of any provisions of its Articles or Bylaws, and neither of such documents is in violation of any provision of the Corporation Law of the State of Nevada.

  • Financial Advisor No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Parent.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

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