View of the Directors Sample Clauses

View of the Directors. It is stated in the Announcement that one of the conditions precedent of the Acquisition Agreement is that the registered capital of Yintaishan Cultural of US$15 million has to be contributed in full. Therefore, the Directors are of the view that the compensation of Xiwang Investment as mentioned above based on RMB214.5 million apportioned to the Consideration is fair and reasonable. The Consideration of RMB308 million is determined after taking into account the preliminary fair market value of 100% equity interest in the Target Company of RMB341.4 million as appraised by the Independent Valuer. Since (1) the preliminary fair market value of the Target Company of RMB341.4 million is derived by the Independent Valuer by taking into consideration of the indicative market value of the project site of the Yintaishan Corn Cultural Project; (2) the gross development value of project site as appraised by the Independent Valuer is composed of the residential portion of 800,000 sq.m. and commercial portion of 200,000 sq.m. but not the cultural portion of 400,000 sq.m.; (3) the Independent Valuer adopts the gross development value to determine indicative market value of the project site of the Yintaishan Corn Cultural Project; (4) the duration of the Yintaishan Corn Cultural Project construction is 5 years pursuant to the Framework Agreement; and (5) the PRC legal advisers of the Company advised that, where a State-owned Land Use Rights Grant Contract has been entered into, it is relatively certain that the relevant State-owned Land Use Certificate(s) will be granted and a Construction Work Planning Permit is usually granted after the availability of the corresponding State-owned Land Use Certificate, the Directors consider that the terms of the compensation undertaking (including the calculation mechanism) is fair and reasonable. Moreover, the purpose of the compensation undertaking is to safeguard the interests of the Group and the shareholders of the Company. On the basis set out above, the Directors take the view that the compensation undertaking is in the interests of the Company and its shareholders as a whole. Completion of the Acquisition is subject to the satisfaction and/or waiver of the conditions precedent in the Acquisition Agreement and therefore, may or may not be taken place. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. English translation of the Chinese name is for information pu...
Sample 1
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View of the Directors. The Directors (including the independent non-executive Directors) are of the view that the Historical Connected Transactions were (a) fair and reasonable; (b) on normal commercial terms or better which were negotiated on an arm’s length basis and in the ordinary and usual course of business of the Group; and (c) in the interests of the Company and the Shareholders as a whole.
Sample 1

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  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Professional Meetings Employees should be encouraged to and may, with the approval of the supervisor, attend professional meetings, conferences, and activities. Subject to the availability of funds, the employee's expenses in connection with such meetings, conferences, or activities shall be reimbursed in accordance with the applicable provisions of State law and university rules.

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  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

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