REASONS FOR AND BENEFITS OF THE TRANSACTIONS As mentioned above, the Service Agreements will be entered into with associates (as defined under the Listing Rules) of Xx Xxxxx, the Company’s non-executive director. Xx Xxxxx (and his associates) has extensive experience in property development, in particular the design, development, marketing and sale of residential properties and resorts in Phuket, Thailand. In particular, Andaman Property has participated in the design and development of Andara Resort & Villas and Andara Signature Resort Villas in Phuket, Thailand. The Service Agreements would allow the Company to benefit from Xx Xxxxx’x abundant local resources and experience in the Thai property development and hospitality market. Moreover, various associates of Xx Xxxxx are already involved in the Project which commenced development in 2018. Andaman Property has been acting as the development manager for the Phase 1A Development and development of the Phase 1A Associated Facilities under the Existing Phase 1A Development Management Agreement. It is beneficial for the Project to continue the engagement of Andaman Property as the development manager for the provision of Development Management Services for the Phase 1A Development, as well as engagement of Xx Xxxxx’x other associates to provide the relevant Marketing Agency Services, Sales Agency Services and Property Management Services for the Project during and upon completion of development of the Project. None of the other Directors has any material interest in the Service Agreements or the transactions contemplated thereunder, except Xx Xxxxx who has abstained from voting on the relevant resolution of the Board approving each of the Service Agreements and the transactions contemplated thereunder. As the principal business of the Group is property development and management, the Directors (including the independent non-executive Directors but excluding Xx Xxxxx) consider that the transactions contemplated under the Service Agreements have been entered into in the usual and ordinary course of business of the Group. They also consider that each of the Service Agreements has been negotiated and conducted on an arm’s length basis between the parties and is on normal commercial terms. The Directors (including the independent non-executive Directors but excluding Xx Xxxxx) are of the view that the terms of each of the Service Agreements are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the Service Agreements and the transactions contemplated thereunder have been approved by the Board. As each of Andaman Property, LKF Xcite, Paradise Luxury and Andara Resort is an associate (as defined under the Listing Rules) of Xx Xxxxx, each of Andaman Property, LKF Xcite, Paradise Luxury and Andara Resort is also a connected person of the Company within the meaning of Rule 14A.06 of the Listing Rules. Accordingly, the transactions contemplated under the Service Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. As the transactions contemplated under the Service Agreements all relate to the Project and are entered into with entities which are associates of the same connected person, Xx Xxxxx, and all the Service Agreements will be carried out on a continuing basis over a period of time, the annual caps of all such continuing connected transactions are aggregated in accordance with Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Aggregated Annual Caps of the Service Agreements exceed 0.1% but are less than 5%, such transactions are subject to the announcement and annual reporting requirements but are exempt from the Shareholders’ approval and circular requirements under Chapter 14A of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTION The Directors consider that the New Repair Services Contract is for the benefit of the Company, as the contractor offered a competitive price. The Directors (including the independent non-executive Directors) consider that the New Repair Services Contract has been negotiated on an arm’s length basis and on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Repair Services Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Repair Services Contract, save for Xx. Xxxxxxx Xxxxxxxxx, who is general director of JSC EuroSibEnergo, a company which is owned by En+, and deputy general director — financial director and deputy general director — operating director of En+; and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of Limited Liability Company “EuroSibEnergo-Service Company”. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxx Xxxxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Repair Services Contract.
CFR PART 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, class, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes
Special Aggregation Rule Applicable to Relationship Managers For purposes of determining the aggregate balance or value of accounts held by a person to determine whether an account is a High Value Account, a Reporting Financial Institution shall also be required, in the case of any accounts that a relationship manager knows or has reason to know are directly or indirectly owned, controlled, or established (other than in a fiduciary capacity) by the same person, to aggregate all such accounts.
Other Provisions Relating to Rights of Holders of Warrants 7.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.
200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, glass, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES 3.1 No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the extent expressly set forth in this Agreement or the applicable Warrant Certificate.
Special Permit from Relevant Ministerial/ Government Agencies and Foreign Capital Ownership Limitation Raw Material for Explosives (Ammonium Nitrate) with maximum foreign equity ownership of 49% and a special permit from the Minister of Defense (ISIC 2411) Industry of explosive materials and its components for industry need with maximum foreign equity ownership of 49% and a special permit from the Minister of Defense (ISIC 2429) Sugar Industry (Xxxxx Xxxxxxx Sugar, Refined Crystal Sugar and Raw Crystal Sugar) with maximum foreign equity ownership of 95% and a special permit from the Minister of Industry and the Minister of Agriculture, and it has to be integrated with the sugar plantation. The manufacturing of raw crystal sugar is required for any sugar manufacturer with sugarcane input capacity exceeding 8000 tons per day (ISIC 1542) Processing of plantation product industry (similar capacity or exceeding a certain capacity, according to Regulation of Minister of Agriculture Number 26 of 2007 with maximum foreign capital ownership of 95% with a special permit from Minister of Agriculture. - Fiber and Seed Cotton Industry (ISIC1514, 1711) - Crude oil industry (edible oil) from vegetable and animal, coconut oil industry, palm oil industry, rubber to be sheet, thick latex, crumb rubber industry, raw castor oil industry, sugar, sugar cane and sugar cane residue industry, black tea/green tea industry, dry tobacco leaves industry, Copra, Fiber, Coconut Charcoal, Dust, Nata de coco industry, Coffee sorting, cleaning and peeling industry, Cocoa cleaning, peeling and drying industry, cleaning and peeling seed other than coffee and cacao industry, cashew to be dry seed cashew and Cashew Nut Shell Liquid (CNSL) Industry, Peppercorn to be dry white pepper and dry black pepper industry (ISIC 1514, 2429, 1542, 1549, 1600, 2519, 1531)
Additional Voting Powers and Voting Requirements for Certain Actions Notwithstanding any other provision of this Agreement, the Shareholders shall have power to vote to approve any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders, and any repeal or amendment of this sentence, and any such action shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. In addition, the removal of one or more Trustees by the Shareholders shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. The voting requirements set forth in this Section 6.2 shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Portfolio (or Class) that may be required by the 1940 Act or by other applicable law) or by this Agreement.
Limitations on Mergers and Liquidation Merge, amalgamate, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into:
(i) the Borrower (provided that the continuing or surviving Person shall be the Borrower); or
(ii) any other Wholly-Owned Subsidiary of the Borrower (provided that the continuing or surviving Person shall (A) be a Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a Subsidiary Guarantor, (B) include the Canadian Borrower in the case of a merger, amalgamation or consolidation involving the Canadian Borrower and (C) subject to clauses (i) and (ii)(B) above, be a Canadian Guarantor in the case of a merger, amalgamation or consolidation involving a Canadian Guarantor); provided further that no Credit Party may be merged, amalgamated or consolidated with or into a Canadian Credit Party and no Canadian Credit Party may be merged, amalgamated or consolidated with or into a Credit Party;
(b) any Wholly-Owned Subsidiary of the Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition;
(c) any Wholly-Owned Subsidiary of the Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and
(d) any Subsidiary of the Borrower (other than the Canadian Borrower) may wind-up, liquidate or dissolve provided that (i) its assets are transferred to the Borrower or any Wholly-Owned Subsidiary of the Borrower and (ii) if such Subsidiary is (A) a Subsidiary Guarantor then the transferee shall be a Credit Party and (B) a Canadian Guarantor (other than the Borrower) then the transferee shall be a Canadian Credit Party.