THE CONNECTED TRANSACTIONS Sample Clauses

THE CONNECTED TRANSACTIONS. The Company, its subsidiaries and/or the Target Companies have entered or will enter into certain transactions pursuant to a number of operating agreements with CMCC or its subsidiaries, which constitute or will constitute, upon Completion, connected transactions for the Company under the Listing Rules. Since these transactions are expected to occur on a regular and continuous basis in the ordinary and usual course of business, the Company has applied to the Stock Exchange for the Waiver. The Stock Exchange has indicated that the Waiver, if granted, will be effective until 31 December 2001, and is subject to the satisfaction of various conditions, inter alia, (a) the approval of the Independent Shareholders in respect of the Connected Transactions; and (b) all such Connected Transactions shall be entered into in the ordinary and usual course of business of the Company on terms that are fair and reasonable so far as the Independent Shareholders are concerned. It should be noted that services under the Connected Transactions are charged either in accordance with the tariffs/standards set by the relevant Chinese regulatory authorities and/or by reference to market rates and/or after arm's length negotiation between the parties involved and based on normal commercial terms. As also noted in the "Letter from the Chairman" of the Circular, to the extent within CMCC's control, CMCC undertakes that the Company will be treated equally with other cellular mobile communications operators in respect of all approvals, transactions and arrangements between the Group and CMCC and cellular mobile communications operators controlled by CMCC. This forms an important basis for the Group and/or the Target Companies in entering into these connected transactions. Furthermore, (i)-(v) of the agreements listed below are merely extension of the Group's existing arrangements to cover the Target Companies upon Completion, and Independent Shareholders' approvals have already been obtained for such arrangements previously. We set out below a summary of each of the aforesaid connected transactions.
Sample 1
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THE CONNECTED TRANSACTIONS. The Company, its subsidiaries and the Target Companies have entered into certain number of operating and other agreements with CMCC or its subsidiaries which will constitute connected transactions for the Company under the Listing Rules upon completion of the Acquisition. As these transactions are expected to occur on a regular and continuous basis in the ordinary and usual course of business, the Company has applied to the Stock Exchange for a Waiver. The Stock Exchange has indicated that the Waiver, if granted, will be effective until 31 December 2004, and is subject to the satisfaction of various conditions, inter alia, the approval of the Independent Shareholders at the Extraordinary General Meeting. It should be noted that certain services under the Connected Transactions are charged in accordance with the tariffs set by the Chinese regulatory authorities. In the event that the charges are not set by the Chinese regulatory authorities, they are based on commercial agreements negotiated on an arm's length basis between the parties involved and on normal commercial terms. As noted in the "Letter from the Chairman" in the Circular, the Company has the benefit of an undertaking from CMCC that to the extent that it is within CMCC's control, the Company will be treated equally with other mobile telecommunications operators in respect of all approvals, transactions and arrangements between the Company and CMCC and other mobile telecommunications operators controlled by CMCC. This forms an important basis for the Group and/or the Target Companies in entering into these connected transactions. Furthermore, Shareholders should note that Connected Transactions (A) to (E) below are merely an extension of the Group's existing arrangements to cover the Target Companies through the Second Supplemental Agreement upon completion of the Acquisition, and Independent Shareholders' approvals have already been obtained for such arrangements previously. Although Connected Transactions (F) and (G) are entered into as new agreements, similar arrangements for the existing operating subsidiary(ies) of the Group (as the case may be) already exist and have been approved previously by Independent Shareholders. In particular, Connected Transaction (F) involves the Target Companies only, whereas Connected Transaction (G) involves the Combined Group. We set out below a summary of each of the Connected Transactions.
Sample 1

Related to THE CONNECTED TRANSACTIONS

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • 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.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Integrated Transactions In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for an aggregate consideration of $.001.

  • Related Transactions 10 4.9 Insurance.............................................................................10 4.10

  • 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.

  • 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:

  • Consummation of Related Transactions Agent shall have received fully executed copies of the Related Transactions Documents, each of which shall be in form and substance reasonably satisfactory to Agent and its counsel. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • 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.

  • Aggregated Transactions On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Adviser, the Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

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