Transactions Requiring Approval. For a period of three years beginning on the Effective Date (the Restricted Period), the following transactions shall require the approval of a majority of the Fairmount Independent Directors:
Transactions Requiring Approval. Notwithstanding any other provision of this Agreement, the Managers shall not, without the consent of all Members holding eighty percent (80%) of the Membership Percentages of the Company: Admit any additional Members other than pursuant to Section 10 hereof; Elect to dissolve the Company; Approve the sale or other disposition of all or substantially all of the assets of the Company; Approve the merger or consolidation of the Company with or into another entity; or Amend this Agreement.
Transactions Requiring Approval. The affairs of management going beyond the normal business operations of the company and requiring the approval of the Advisory Board in accordance with sections 7 and 8, paragraph 2, of the Shareholders' Agreement particularly include the activities listed in the Annex entitled "Actions requiring approval". Such approval shall require a two-thirds majority of Advisory Board members. The list of actions requiring approval may be changed by resolution of the shareholders.
Transactions Requiring Approval. The K-Tron Group
Transactions Requiring Approval. The Managing Director shall require, for all transactions and measures that go beyond the usual operations of the Company’s business activities, the express consent of the shareholders’ meeting. This shall include in particular:
Transactions Requiring Approval. Director is familiar with the terms of the Company’s articles of association, in particular but not limited to § 5.3 of the articles of association of the Company or any equivalent provision of the articles of association as amended from time to time, which – in accordance with sec 95 para 5 AktG – provides that the conclusion of certain transactions or the implementation of certain actions requires the prior consent of the supervisory board. Director is further obliged to obtain the prior consent of the corporate bodies with respect to all matters for which consent has to be obtained from these bodies by virtue of the law, any provisions of the articles of association or by virtue of shareholder resolution, in particular under rules of procedure for the Directors as amended form time, if any. If the Company is reorganized from a stock corporation to a limited liability company (see 1.2 above), the provisions of the Limited Liability Company Act on requirements as to approval of certain transactions or actions as well as any provisions of articles of association or by virtue of shareholder resolution, in particular under rules of procedure for the managing directors as amended form time, if any, shall be applicable accordingly.
Transactions Requiring Approval. The scope of the power of representation and signing authority of the Managing Director are governed by the articles of association, [the rules of procedure] and relevant shareholders resolutions.
Transactions Requiring Approval. 3.1 The power to manage the affairs of the Company includes any and all actions and measures within the framework of the Company’s ordinary course of business.
Transactions Requiring Approval. The Transactions Requiring Approval relate to (1) the provision of services by the Group in connection with system and networking for buildings owned and/or managed by the SHKP Group, and sub-contracting of part of such services by the Group to sub-contractors being subsidiaries of the SHKP Group; and (2) maintenance and repairs of the aforesaid system and networking by the Group, and sub-contracting of part of such maintenance and repair works by the Group to sub- contractors being subsidiaries of the SHKP Group. Members of the Group will continue to provide services under the System and Networking Arrangement to members of the SHKP Group, and part of such works will be sub-contracted by the Group to members of the SHKP Group pursuant to the System and Networking Sub-contracting Arrangement. Further particulars of the System and Networking Arrangement and the System and Networking Sub- contracting Arrangement are respectively set out in sections A and C below. Members of the Group will also continue to be engaged by members of the SHKP Group to carry out works under the Maintenance Arrangement, and part of such works will be sub-contracted by the Group to members of the SHKP Group pursuant to the Maintenance Sub-contracting Arrangement. Further particulars of the Maintenance Arrangement and the Maintenance Sub-contracting Arrangement are respectively set out in sections B and D below.
Transactions Requiring Approval. It is anticipated that the revenue ratio set out in Rule 14.07 of the Listing Rules in respect of each of (i) the System and Networking Arrangement and the System and Networking Sub- contracting Arrangement, which are required to be aggregated under Rule 14A.81 of the Listing Rules; and (ii) the Maintenance Arrangement and the Maintenance Sub-contracting Arrangement, which are required to be aggregated under Rule 14A.81 of the Listing Rules, on an annual basis will be more than 5% but will be less than 25%, such transactions will constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Transactions Requiring Approval are subject to the reporting, announcement, annual review and the Independent Shareholders’ Approval requirements under Chapter 14A of the Listing Rules. Accordingly, the Company will seek the Independent Shareholders’ Approval (by way of poll) for the Group to conduct each category of the Transactions Requiring Approval for the period from 1 July 2020 to 30 June 2023 on the condition that each category of these transactions (when separately aggregated) shall not exceed the relevant annual cap set out below: Category of the Transactions Requiring Approval Proposed annual caps for the financial year ending 30 June 2021 2022 2023 (HK$) (HK$) (HK$) A. System and Networking Arrangement 100,200,000 132,800,000 212,700,000 B. Maintenance Arrangement 76,900,000 87,300,000 99,200,000 C. System and Networking 9,000,000 15,200,000 22,200,000 D. Sub-contracting Arrangement Maintenance Sub-contracting Arrangement 6,000,000 8,300,000 10,600,000 If there are any material changes in any terms of the New Agreements for the Transactions Requiring Approval or the relevant annual caps stated above are exceeded, the Company will comply with the applicable requirements under the Listing Rules, unless the Company reports to the Stock Exchange and is granted an exemption. Given that Messrs. XXXX Xxxx-luen, Xxxxxxx, XXXX Xxx-xxx, Xxxxx, XXXX Xxx-xx, Xxxx and XXXX Xxx-wang, Xxxxxxxxxxx are directors of both the Company and SHKP, they are regarded as materially interested in the Transactions Requiring Approval, and they have therefore abstained from voting on the Board resolutions approving the Transactions Requiring Approval. As Xx. XXXXXX Xxxx-xxx is a consultant of the firm of solicitors which provides professional services to the Company in relation to the Transactions Requiring Approval, he has also abstain...
