RATIONALE FOR THE PROPOSED TRANSACTIONS Sample Clauses

RATIONALE FOR THE PROPOSED TRANSACTIONS. The intention of the strategic collaboration is to enable GENP Group to vertically integrate into high value added downstream activities to diversify its income base and reduce dependency solely on the cyclical nature of its upstream plantations business. Elevance is undergoing a restructuring exercise and has informed GENP that it would not undertake any further capital commitment for the Metathesis Plant. In view thereof, it is in the GENP’s best interest that Elevance (as the holding company of ERS Singapore) exits as shareholder of GIB under the Proposed Transactions but to remain in the role of licensor for the Metathesis License. Upon completion of the Proposed Transactions, GIB will become a wholly-owned subsidiary of GENP and will continue to hold the Metathesis License. Thus, GIB will have the flexibility to pursue the Metathesis Plant in future and to collaborate with other strategic partners to venture into higher value added product streams.
Sample 1
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RATIONALE FOR THE PROPOSED TRANSACTIONS. With continuing healthy demand for well-located executive condominium projects, the Company believes that the Proposed Joint Venture is a compelling business opportunity for the Group. The Board is of the view that by taking a 30% stake in the Project and partnering the right people in the field, we will be able to gain a deeper insight into property development that will broaden the Group’s knowledge base. Moreover, the Project can potentially bring additional income and cash flow to the Group, but without excessive risk exposure based on the present outlook for the executive condominium market.
Sample 1
RATIONALE FOR THE PROPOSED TRANSACTIONS. The Group’s business is presently based on its fleet of car-carriers, which are placed on long-term charters to blue-chip operators. Whilst the Group has in recent years adhered to its proven strategy of acquiring suitable tonnages backed by long-term quality charters and attractive returns, it remains open to complementary, opportunistic acquisitions that can help improve the Group’s revenue streams, profitability and returns for shareholders. The Proposed Acquisition presents the opportunity for the Group to increase its revenue streams, by expanding its current ship owning and ship management business, into complementary industry segments such as agency and terminal operations, and the higher margin strategic projects and logistics businesses. The Group intends to leverage on the existing relationships, networks and resources relating to its current businesses as well as those of the Target Companies, to explore new business opportunities. The Target Companies will to a certain extent also mitigate the currency exchange risks faced by the Group with the weakening of the US$, as the Group’s net income from the ship owning and ship management business is mainly denominated in US$, whilst the Group’s annual dividend payments to shareholders are paid in S$. With the Target Companies’ revenue mainly derived from Singapore and denominated in S$, the Proposed Acquisition is expected to mitigate the Group’s currency exchange risks.
Sample 1
RATIONALE FOR THE PROPOSED TRANSACTIONS. The Group believes that the Proposed Transactions should contribute positively to the Company and Shareholders as it will provide the following benefits to the Group: 4.1 Additional and recurrent revenue streams 4.2 More diversified business and income base, reducing reliance on core business
Sample 1
RATIONALE FOR THE PROPOSED TRANSACTIONS. The Board believes that the Proposed Transactions will be beneficial to and is in the best interests of the Company and its Shareholders as both AMSH and TCSF are incurring losses to the Group. The Proposed Transactions will allow the Group to reallocate its resources and capital to other profitable operations and eventually deliver positive value to the shareholders.
Sample 1
RATIONALE FOR THE PROPOSED TRANSACTIONS. The rationale of the Proposed Acquisition is to consolidate the operations of the Group which are currently being carried out at various locations in Singapore. Such consolidation would enhance management’s oversight, operational efficiencies and interaction among the staff. Further, there is a necessity for the Company to seek and obtain sufficient office, warehouse, assembly and product development space for the Group’s business purpose as the Company had granted an option to Swee Builders Pte. Ltd. for the sale of the property situated at 0 Xxxxx Xxx Xxxx Xxxx, Xxxxxxxxx 000000 via an option to purchase agreement. Swee Builders Pte. Ltd. had on 28 August 2017 exercised the option to purchase the property in accordance with the terms and conditions of the option to purchase agreement.
Sample 1
RATIONALE FOR THE PROPOSED TRANSACTIONS. Upon completion, the Company and EHT together will carry out the business of leasing and selling of towercranes in Hong Kong and Macau (the “Territory”) through YMHK, which shall include the supply of goods and services in relation to relocating, climbing, installation, erection, dismantling, maintenance and provision of spare parts. The Company will benefit by being able to leverage on EHT’s expertise and experience in servicing, maintenance, installation/erection and dismantling of towercranes. Therefore, Directors are of the view that the joint venture with EHT is in the best interest of the Company and will be beneficial to the Company in the long term and this joint venture will be the cornerstone in its strategy of further growing their presence in the servicing, maintenance, installation/erection and dismantling of towercranes in the Territory. Going forward, the Company and EHT have agreed, inter alia, to undertake to the other party not to grant agency, distribution or dealership rights to any person other than YMHK in relation to the sale or leasing of “Yongmao” towercranes and spare parts in the Territory.
Sample 1
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RATIONALE FOR THE PROPOSED TRANSACTIONS. The rationale for the Proposed Transactions is as follows: (i) HIREX will secure the rights but not obligation to acquire a 20% interest in VIC/P57 in exchange for the Farm-in Activity Deliverables. If the VIC/P57 Option is exercised, this will indirectly increase Hibiscus Petroleum’s interest in VIC/P57 through its 41% equity interest in HIREX; (ii) CHPL will increase its interest in VIC/L31 by capitalising all the outstanding debts of 3DO to the joint venture account as at 31 May 2014. In addition, the VIC/L31 Option provides CHPL with the rights but not the obligation to procure the remainder of 3DO’s interest in VIC/L31; and
Sample 1

Related to RATIONALE FOR THE PROPOSED TRANSACTIONS

  • 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.

  • Alternative Transactions (a) Except as otherwise permitted by this Section 6.02, until the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries, or any director, officer or employee of the Company or any Company Subsidiary, to, or authorize any investment banker, attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) initiate, solicit or knowingly encourage, or take any other action to knowingly facilitate, any Alternative Transaction Proposal or the making of any proposal that could reasonably be expected to lead to an Alternative Transaction Proposal, (ii) participate in any discussions or negotiations regarding, or furnish or provide access to any Person any information with respect to, any Alternative Transaction Proposal (except, subject to this Section 6.02, to disclose the existence of the provisions of this Section 6.02), (iii) authorize, approve or cause or permit the Company to enter into any merger agreement, acquisition agreement, memorandum of understanding, letter of intent or similar agreement (other than an Acceptable Confidentiality Agreement) relating to an Alternative Transaction Proposal (an “Alternative Transaction Agreement”) or (iv) agree or resolve to take any actions set forth in clauses (i) through (iii) of this sentence. (b) Until the Effective Time, the Company shall promptly (but in any event within one Business Day) notify Parent orally and in writing after receipt of (i) any Alternative Transaction Proposal or any inquiry, offer or proposal that could reasonably be expected to lead to an Alternative Transaction Proposal or (ii) any request for nonpublic information with respect to the Company or Company Subsidiaries relating to any Alternative Transaction Proposal. Such notice shall include the material terms and conditions of such Alternative Transaction Proposal or inquiry, offer, proposal or request (including the identity of the Person making any such Alternative Transaction Proposal, inquiry, offer, proposal or request) and any amendments thereto. (c) Notwithstanding anything to the contrary contained in Section 6.02(a), if at any time prior to obtaining the Company Stockholder Approval the Company receives an unsolicited, bona fide Alternative Transaction Proposal from any Person that the Company Board determines in good faith, after consultation with outside legal counsel and its independent financial advisor, is, or could reasonably be expected to lead to, a Superior Proposal, the Company may (i) furnish or provide access to information to the Person making such Alternative Transaction Proposal with respect to the Company or the Company Subsidiaries pursuant to an Acceptable Confidentiality Agreement (it being understood that the Company shall as promptly as is reasonably practicable make available to Parent and Merger Sub any written information concerning the Company or the Company Subsidiaries that is provided to any Person pursuant to this Section 6.02(c)(i) to the extent such information was not previously provided to Parent or Merger Sub) and (ii) engage in discussions or negotiations with such Person and its Representatives with respect to such Alternative Transaction Proposal. Upon Parent’s request, the Company shall provide Parent a reasonably detailed update on the status and terms of any discussions, negotiations, inquiries, offers, proposals or requests relating to any such Alternative Transaction Proposal. Without limiting the generality of the foregoing, the Company shall provide to Parent, as soon as practicable and in any event within one (1) Business Day after receipt or delivery thereof, copies of all draft agreements (and any other transaction documents to the extent such transaction documents contain any financial terms, conditions or other material terms relating to such Alternative Transaction Proposal, and a summary of the terms of any financing commitments related thereto to the extent applicable and available) sent by or provided to the Company. (d) Except as set forth in this Section 6.02(d), neither the Company Board nor any committee thereof shall (i) withdraw, withhold, qualify, amend or modify in a manner adverse to Parent or Merger Sub, the approval or recommendation by the Company Board of this Agreement or the Merger, (ii) approve, adopt, endorse or recommend any Alternative Transaction Proposal or Alternative Transaction Agreement or (iii) agree, propose or resolve to take any of the actions set forth in clauses (i) or (ii) of this sentence. Notwithstanding the provisions of the immediately preceding sentence, but subject to the other terms of this Section 6.02(d), prior to the time the Company Stockholder Approval is obtained, the Company Board may (A) if an Intervening Event has occurred, withhold, withdraw, qualify, amend or modify its approval or recommendation of this Agreement and the Merger in connection with such Intervening Event or (B) if the Company has received after the date hereof an Alternative Transaction Proposal that the Company Board determines, after consultation with the Company’s outside legal counsel and its independent financial advisor, is a Superior Proposal, withhold, withdraw, qualify, amend or modify its approval or recommendation of this Agreement and the Merger and approve or recommend such Superior Proposal (any action in clause (A) or (B), a “Change of Recommendation”), in each case if, but only if: (i) the Company notifies Parent and Merger Sub in writing (a “Change of Recommendation Notice”), at least four (4) Business Days in advance, that the Company Board intends to effect a Change of Recommendation and the reasons therefor, which notice shall (y) in the case of an Intervening Event, describe in reasonable detail the facts and circumstances giving rise or relating to such Intervening Event, and (z) in the case of a Superior Proposal, identify the Person making such Superior Proposal, describe the material terms and conditions thereof (including any financing commitments related thereto to the extent applicable and available), and include unredacted copies of the most current and complete draft of any proposed Alternative Transaction Agreement; (ii) the Company negotiates, and causes its outside legal counsel and independent financial advisor to negotiate, in good faith with Parent and its outside legal counsel and independent financial advisor (to the extent Parent desires to negotiate) during such four (4) Business Day period (the “Notice Period”) to make such adjustments to the terms and conditions of this Agreement as would permit the Company Board not to effect a Change of Recommendation with respect to such Intervening Event or so that such Alternative Transaction Proposal ceases to constitute a Superior Proposal, as the case may be; (iii) at the conclusion of the Notice Period, the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and its independent financial advisor, and after taking into account any changes to this Agreement proposed in writing by Parent, that (y) the failure to effect a Change of Recommendation would reasonably be likely to result in a breach of the directors’ fiduciary duties under applicable Law and (z) in the case of a Superior Proposal, that such Superior Proposal continues to constitute a Superior Proposal; and (iv) in the case of a Superior Proposal, the Company terminates this Agreement pursuant to Section 9.01(d)(i) promptly after effecting such Change of Recommendation and immediately prior to or substantially concurrently with such termination, pays to Parent any amounts required to be paid pursuant to Section 9.02(b). In the event of any material change in the facts or circumstances giving rise to any such Intervening Event or to the terms of any such Superior Proposal (including any change to the amount or form of consideration), the Company shall, in each case, provide Parent with a new Change of Recommendation Notice, except that the Notice Period shall be two (2) Business Days instead of four (4) Business Days, before the Company Board may effect a Change of Recommendation and, in the case of a Superior Proposal, terminate this Agreement. (e) Nothing contained in this Section 6.02 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, failure to so disclose would reasonably be likely to result in a violation of applicable Law; provided, however, that if such disclosure does not reaffirm the approval or recommendation by the Company Board of this Agreement and the Merger or has the substantive effect of withholding, withdrawing, qualifying, amending or modifying, in a manner adverse to Parent and Merger Sub, the approval or recommendation by the Company Board of this Agreement or the Merger, such disclosure shall be deemed to be a Change of Recommendation (it being understood, however, that a “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be deemed a Change of Recommendation). (f) For purposes of this Agreement:

  • Counterparty Share Repurchases Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the aggregate of the Number of Shares for this Transaction and the “Number of Shares” under each Additional Equity Derivative Transaction that is a share forward transaction and (2) the denominator of which is the number of Shares outstanding on such day.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Issuance in connection with a Business Combination If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial shareholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

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