PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
Restricted Transfers 11.1 Subject to Sections 11.2 and 11.3, Customer (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Customer to that Contracted Processor.
What If I Engage in a Prohibited Transaction If you engage in a “prohibited transaction,” as defined in Section 4975 of the Internal Revenue Code, your account will be disqualified, and the entire balance in your account will be treated as if distributed to you and will be taxable to you as ordinary income. Examples of prohibited transactions are:
CONTINUING CONNECTED TRANSACTIONS On 28 December 2018, the Company entered into the Conditional Master Agreement for the sales and purchases of electronic components and distribution of SHARP products and distribution of other brand products under the Hon Hai Group between the Group and the Hon Hai Group in place of the Previous Master Agreement with Hon Hai dated 9 November 2015 which will expire on 31 December 2018. In anticipation of such continuing sales and purchases of electronic components and distribution of SHARP products and distribution of other brand products under the Hon Hai Group between the Group and the Hon Hai Group in future, the Group entered into the Conditional Master Agreement with Hon Hai for the next 3 financial years during the period between 1 January 2019 and 31 December 2021 (both dates inclusive). LISTING RULES IMPLICATIONS Foxconn, being a wholly owned subsidiary of Hon Hai, is interested in 19.81% of the issued share capital of the Company and a substantial shareholder of the Company. FIT Taiwan, Huai An Fulitong Trading and SHARP are non-wholly owned subsidiaries of Hon Hai. Therefore, Hon Hai, Foxconn, FIT Taiwan, Huai An Fulitong Trading, SHARP and their respective associates are connected persons of the Company and the Continuing Connected Transactions constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the applicable Percentage Ratios for the Purchase Caps and the Sale Caps are expected to exceed 5% on an annual basis, the Continuing Connected Transactions constitute non-exempt continuing connected transactions of the Company and the Conditional Master Agreement, the Caps and the Continuing Connected Transactions contemplated thereunder are subject to the disclosure and Independent Shareholders’ approval, annual review by the independent non-executive Directors and auditors and annual reporting requirements under Chapter 14A of the Listing Rules. As the SGM will be convened after 1 January 2019, the Company will comply with the requirement under Rule 14A.34 of the Listing Rules and enter into written agreements for all connected transactions carried out during the period between 1 January 2019 and the date of SGM.
What if a Prohibited Transaction Occurs If a “prohibited transaction”, as defined in Section 4975 of the Internal Revenue Code, occurs, the Xxxxxxxxx Education Savings Account could be disqualified. Rules similar to those that apply to Traditional IRAs will apply.
Service Jointly Provisioned with an Independent Company or Competitive Local Exchange Company Areas 4.5.1 BellSouth will in some instances provision resold services in accordance with the General Subscriber Services Tariff and Private Line Tariffs jointly with an Independent Company or other Competitive Local Exchange Carrier.
Certain Restrictions (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
COMPLIANCE WITH CONSULTANT DISCLOSURE LAW If this is a contract for consulting services, defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal or similar services, then, in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State Comptroller.