PRINCIPAL TERMS OF THE AGREEMENT. Date Parties
PRINCIPAL TERMS OF THE AGREEMENT. 5.1 Conditional subscription of shares in the Company
PRINCIPAL TERMS OF THE AGREEMENT. Pursuant to the Agreement, the Group shall provide the out-of-home (“OOH”) advertising and information services on LED display panels and an electronic coupon distribution system and physical lottery ticket redemption services, Xxx Xxx (“搖彩”), throughout lottery stores in Gansu province under the jurisdiction of Gansu Sports Lottery Administration Centre. The Company has been authorised to install LED panels, our proprietary Bluetooth Low Energy (“BLE”) enabled hardware and operate Xxx Xxx (“搖彩”). The Agreement is the second contract which the Group has entered into for the provision of the interactive in-store marketing technology solution and Xxx Xxx (“搖彩”) services in the PRC.
PRINCIPAL TERMS OF THE AGREEMENT. Pursuant to the Agreement, the Group will provide full-fledge business support to Tianjin Ihome, including procuring both software and hardware products related to self-services lottery terminals, access to relevant knowledge and business information, in addition to system and operational training. The Group will provide Tianjin Ihome various lottery business solutions and self-service terminals within the realms of the regulatory framework and fulfilling requirements as set out by Tianjin Ihome. In order to enable both parties to enhance their brand image and presence, the parties have also agreed to collaborate in promotional and marketing programmes that will better utilize both parties’ resources.
PRINCIPAL TERMS OF THE AGREEMENT. 2.1 The principal terms of the Agreement are as follows : Effective Date and Term The Agreement shall commence on date of execution of the Agreement (the “Effective Date”) and shall continue in full force and effect until 31 August 2037 (the “Term”). In addition, the Agreement sets out procedures to be adopted for the extension of the Agreement, as well as provisions for the termination of the Agreement upon breach. One of such provision provides the right to the PM Group to forfeit the Deposit in the event of failure by the Company to purchase the Product from the PM Group at the minimum purchase amount specified in the Agreement. Termination of the Agreement would not affect the liability of the Company to pay for outstanding invoices and/or Products ordered but not invoiced (the “Outstanding Invoices”). Territory (“Conditions Precedent”):
(a) To the extent required by the China Food and Drug Administration (or equivalent authority) (the “Relevant Authority”), the Company securing approval from the Relevant Authority for representation, sale and/or consumption of the Product in the Territory; and
(b) To the extent that the listing rules of the SGX-ST require the Company to complete certain approvals, in order to complete the transactions in the Agreement, the Company shall comply with those rules and procure that the Company’s principal shareholder, namely Xx. Xxxxx Yupeng, exercises the votes attached to all of his shares in the Company in favour of all resolutions proposed in the shareholders meeting to give effect to completing the transactions in the Agreement (the “Requisite Approval”). Where the approval of the Relevant Authority and/or the Requisite Approval is not required or otherwise waived, the respective Condition Precedent shall be deemed to be satisfied. In the event the Requisite Approval is not satisfied or becomes incapable of satisfaction, and the PM Group forfeits and retains the deposit already paid by the Company as full compensation for the losses it had incurred, Xx Xxxxx Yupeng has given an irremovable undertaking to reimburse the Company the full amount of the deposit already paid by the Company to PM Group.
PRINCIPAL TERMS OF THE AGREEMENT. 2.1 Under the Agreement:
(a) The Company has agreed to subscribe for and inject an additional US$8,344,285.71 of the enlarged registered capital in BGS at the price of US$1 per US$1 of registered capital.
(b) Capital Airports Holding Company Limited has also agreed to subscribe for and inject an additional US$19,941,428.55 of the enlarged registered capital in BGS at the price of US$1 per US$1 of registered capital.
(c) The total amount of registered capital contributed by the shareholders and the shareholdings in BGS before and after the completion of the subscriptions described in paragraph 2.1(a) and (b) above shall be as follows: Before Completion After Completion Total amount of registered capital (US$) Share- holding (%) Total amount of registered capital (US$) Share- holding (%) Capital Airports Holding Company Limited 1,697,142.86 12 21,638,571.41 51 SATS Ltd. 3,960,000.00 28 12,304,285.71 29 China Southern Airlines Company Limited 4,242,857.14 30 4,242,857.14 10 China Eastern Airlines Corporation Limited 4,242,857.14 30 4,242,857.14 10 P.O. Box 3 Singapore Changi Airport Singapore 918141 邮政信箱 3 号 新加坡樟宜国际机场 新加坡 918141
2.2 The subscription price was arrived at on a willing buyer willing seller basis after taking into account the financial position and business prospects of BGS. Based on the unaudited financial statements of BGS as at 31 December 2017, the book value and net tangible asset value of all the shares in the capital of BGS are negative RMB128.3 million (equivalent to approximately S$26.7 million)1.
PRINCIPAL TERMS OF THE AGREEMENT. According to the Agreement, the Group and All In Pay shall collaborate and develop a full-fledged, systematic solution whereas All In Pay shall provide the Group with bank card settlement and other professional services which All In Pay shall provide to the Group within the scope its products and services including e-payment, convenient payment, payment collection, bill payment, mobile payment, TV payment, prepaid cards and membership cards payment in addition to other payment and settlement services and related value-added services, such as WeChat payment, Alipay, pre-paid value recharge, public utilities bills settlement. All In Pay shall provide a tailor-made, integrated all-in-one payment and settlement solution to the Group.
PRINCIPAL TERMS OF THE AGREEMENT. Licence and Sub-Licence The Company will, based on the relevant intellectual Development and Commercialization Payments and Royalties Binacea will pay the Company:
(a) an initial payment of US$5 million in relation to HLX35;
(b) regulatory milestone payments of no more than US$93 million in aggregate based on the various regulatory progress in the Licensed Territory;
(c) commercial milestone payments of no more than US$670 million in aggregate based on annual net sales of the Licensed Product in the Licensed Territory;
(d) the royalties of 8 – 10% of the net sales based on the level of net sales of the Licensed Product in the Licensed Territory.
PRINCIPAL TERMS OF THE AGREEMENT. License The Company will grant Essex a license under the relevant intellectual property rights in relation to the Licensed Product (a) to use and reference the dossier for any purpose, including filing marketing authorisation applications and obtaining and maintaining marketing approvals in Essex’s name, related to the Licensed Product in the Field in the Territory, and (b) for the regulatory development, manufacturing and commercialization the Licensed Product under one or more of Essex’s trademarks in the Field in the Territory.
PRINCIPAL TERMS OF THE AGREEMENT. On 20 January 2016, agreement is reached between PT PBI (as landlord), a wholly-owned subsidiary of the Company, and PT FWD (as tenant), a connected person of the Company, in respect of the key terms of the lease of the Premises and the signage right over the Building. The principal terms of the Agreement are as follows: Landlord: PT. Prima Bangun Investama Tenant: PT FWD Life Indonesia Premises: the whole of 20th Floor and a portion of the Ground Floor of the Building Lease Commencement Date: Three months after fit-out access of the Premises is given to the Tenant, subject to final confirmation from the Landlord (i.e. tentatively on or after 1 January 2018) Term: Three years from the Lease Commencement Date (“Lease Term”) Right of first refusal: The Tenant shall be offered a right of first refusal over the 19th Floor of the Building, when it becomes available (“ROFR Floor”) and the Tenant must confirm its intentions to take up the ROFR Floor (in part or the whole as defined and at the terms and conditions in the third party’s bona fide offer) to the Landlord within 30 calendar days of such offer notice from the Landlord pursuant to the terms of the Lease. If Tenant fails to notify Landlord within 30 calendar days, Landlord is free to lease the ROFR Floor to any party. The lease of such additional floor is conditional upon fulfillment of the requirements under the Listing Rules. In addition, the Tenant shall have the right of first refusal for a lease over the Premises after the Lease Term ends. Within 6 months before the expiry of the Lease Term, if the Landlord wishes to make an offer to any third party for a lease over the Premises on terms and conditions similar to the Lease with the rent, service charges and signage fees to be charged at market rates specified by the Landlord (“Offer”), the Landlord shall first give written notice to the Tenant making the same Offer to the Tenant (the “Notice”). The Tenant can accept the Offer pursuant to the terms specified in the Notice. Rental and service charges: Total rent per month – IDR1,261,252,867 (approximately HK$709,725.32) comprising - IDR1,214,632,867 (approximately HK$683,491.57) in respect of the whole of 20th Floor - IDR46,620,000 (approximately HK$26,233.75) in respect of the portion of Ground Floor
