Disposals definition

Disposals. The Company has not disposed of and will not dispose of any material portion of its undertaking or any material part of its fixed assets or any of its goodwill;

Disposals. The Company shall not, and shall procure that no other Group Member shall, sell, transfer, lease, lend or otherwise dispose of or enter into any agreement under which it may be or become obliged to sell, transfer, lease, lend or otherwise dispose of any of its shares in any Group Member or undertaking and assets from time to time either in a single transaction or a series of transactions otherwise than:

Disposals has the meaning set forth in Section 5.2(d).

Examples of Disposals in a sentence

• As the highest applicable percentage ratio (as defined under the Listing Rules) in respect of the Disposals, calculated on an aggregated basis, exceeds 0.1% but is below 5%, the Disposals are subject to the reporting and announcement requirements but exempt from the circular (including independent financial advice) and independent shareholders’ approval requirements under the Listing Rules.

• As the Purchaser is a company directly wholly-owned by Xx. Xxxxxx Xxxxx, a director of the Company, the Purchaser is an associate of a director of the Company and a connected person of the Company and the transactions contemplated under the Disposals and the CCT Agreements constitute connected transactions and continuing connected transactions, respectively, of the Company under Chapter 14A of the Listing Rules.

• The actual amount of the gain or loss to be recognized by the Group can only be determined when the consolidated net asset value of the Target Companies as at the date of completion of the Target SPAs and the transaction costs attributable to the Disposals are ascertained, and therefore may be different from the aforesaid amount.

• As Xx. Xxxxxx Xxxxx is the ultimate beneficial owner of the Purchaser, he has a material interest in the Disposals and the CCT Agreements and therefore he has abstained from voting on the relevant Board resolutions to consider and approve the Disposals and the CCT Agreements.

• Save as disclosed, none of the Directors has a material interest in the Disposals and the CCT Agreements and is required to abstain from voting on the relevant Board resolutions.

More Definitions of Disposals

Disposals it will not, (whether by a single transaction or a number of related or unrelated transactions and whether at one time or over a period of time) sell, transfer, lease out, lend or otherwise dispose of (whether outright, by a sale-and-repurchase or sale-and-leaseback arrangement, or otherwise) all or substantially all of its assets nor of any part of its assets which, either alone or when aggregated with all other disposals required to be taken into account under this paragraph (3), is substantial in relation to its assets or the disposal of which (either alone or when so aggregated) could have a material adverse effect on it. The following disposals shall not be taken into account under this paragraph (3):-

Disposals save as contemplated hereby and by the Intercreditor Agreement, sell, lease, transfer or otherwise dispose of, by one or more transactions or series of transactions (whether related or not), the whole or any part of its revenues or its assets other than the disposal of immaterial assets which are worn out or obsolete or assets which are to be replaced;

Disposals without the consent of the Majority Banks (such consent not to be unreasonably withheld or delayed) sell, transfer, lease or otherwise dispose of all or a substantial part of its assets or revenues (which shall not include cash for this purpose) either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily other than by:

Disposals means (i) the disposal of Qingdao Bolai by Qingdao Boya to CITIC Shenzhen on and subject to the terms and conditions of the Sale and Purchase Agreement, and (ii) the disposal of Hong Kong Tianranju by the Company to CITIC Real Estate Hong Kong on and subject to the Subsequent Sale and Purchase Agreement.

Disposals means collectively, the disposal of New Energy Companies, and the disposal of New Energy Assets and Equity;

Disposals means disposal of a total of 3,803,185 shares of Distech Controls by the Company under the CDPQ Share Purchase Agreement and the Fonds Share Purchase Agreement

Disposals the Previous De Minimis Disposals, the First Phase Disposals and the Second Phase Disposal