Nature of the Connected Transactions Clause Samples

Nature of the Connected Transactions. The Agreements had been entered into between the Company (or its subsidiaries) and CMCC (or its subsidiaries) in the Company's ordinary and usual course of business, and the transactions under the Agreements constitute connected transactions for the Company under the Listing Rules. These on-going connected transactions include interconnection arrangements, roaming arrangements, spectrum fees, sharing of inter-provincial transmission line leasing fees, collection services and sales arrangements, property leasing and management services, construction and related services, equipment maintenance and related services, transmission tower production, sales and other services and antenna maintenance services, prepaid services and platform development. As noted in the "Letter from the Board", the services under the Connected Transactions are charged either in accordance with the tariffs/standards set by the relevant Chinese regulatory authorities and/or based on market rates and/or determined after arm's length negotiations between the parties involved and based on normal commercial terms. As also noted in the "Letter from the Board", to the extent within CMCC's control, CMCC has, in August 2000, undertaken in writing that, the Group will be treated equally with other cellular mobile communications operators in respect of all approvals, transactions and arrangements between the Group and CMCC and other cellular mobile communications operators controlled by CMCC. As most of the Group's Connected Transactions are with CMCC and its subsidiaries, the undertaking from CMCC would apply to the Connected Transactions as described above. This formed an important basis for the Group in entering into the Agreements. Although the Existing Agreements had been approved by the Independent Shareholders previously, such approval from the Independent Shareholders is required again for the purpose of fulfilling the corresponding condition as required by the Stock Exchange regarding the granting of the New Waiver. Moreover, the approval of the New Agreements is also required to facilitate the Company in the obtaining of the New Waiver. -------------------------------------------------------------------------------- LETTER FROM ROTHSCHILD -------------------------------------------------------------------------------- DESCRIPTION OF THE CONNECTED TRANSACTIONS We set out below a summary of each of the Connected Transactions.
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Related to Nature of the Connected Transactions

  • CONTINUING CONNECTED TRANSACTIONS MASTER AGREEMENT

  • 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 ▇▇▇▇ ▇▇▇) 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).

  • 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.

  • 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.

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