Sentences with phrase «change of control transactions»

Early Career: 1995 to 2000: Associate — Questor Management Company, LLC Analyzed and provided financing alternatives for highly leveraged mergers / acquisitions, leveraged buy - outs and change of control transactions for the following: 1999 to 2000: Acting Chief Financial Officer — Dermpath / PathSOURCE 1996 to 1996: Acting Chief Financial Officer / President — Schwinn Cycling & Fitness

He has significant experience representing boards of directors and special board committees in connection with significant corporate transactions, complex related party transactions, disputes with major shareholders, solicited and unsolicited change of control transactions and corporate governance matters generally.

Employment Contracts in Change of Control Transactions: Dos, Don'ts, Tricks and Traps, MBA Continuing Legal Education, 2015, Tamsin R. Kaplan (co-chair)

In addition to a voluntary dissolution, SSE Holdings will be dissolved upon a change of control transaction under certain circumstances, as well as upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law.

However, the deferred tax payable account can never be worth as much as tax paid retained earnings (part of net worth) because the tax may someday become payable, especially if the company engages in resource conversion activity, such as being acquired in a change of control transaction.

Not exact matches

The Program Agreement with HSBC included a change of control provision that would permit us to terminate such agreement following a change of control of HSBC, which occurred upon closing of the Capital One transaction.

While the pace of change is exciting for innovators and market makers, it causes enormous friction for traditional institutions who control financial services today, as well as for regulators who are grappling with rules that were not meant to govern financial transactions using the latest technologies.

Under the 2017 Plan, a change in control is defined to include (1) the acquisition by any person or company of more than 50 % of the combined voting power of our then outstanding stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50 % of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) a sale, lease, exclusive license, or other disposition of all or substantially all of our assets other than to an entity more than 50 % of the combined voting power of which is owned by our stockholders, and (4) an unapproved change in the majority of the board of directors.

Factors that could cause actual results to differ materially from those expressed or implied in any forward - looking statements include, but are not limited to: changes in consumer discretionary spending; our eCommerce platform not producing the anticipated benefits within the expected time - frame or at all; the streamlining of the Company's vendor base and execution of the Company's new merchandising strategy not producing the anticipated benefits within the expected time - frame or at all; the amount that we invest in strategic transactions and the timing and success of those investments; the integration of strategic acquisitions being more difficult, time - consuming, or costly than expected; inventory turn; changes in the competitive market and competition amongst retailers; changes in consumer demand or shopping patterns and our ability to identify new trends and have the right trending products in our stores and on our website; changes in existing tax, labor and other laws and regulations, including those changing tax rates and imposing new taxes and surcharges; limitations on the availability of attractive retail store sites; omni - channel growth; unauthorized disclosure of sensitive or confidential customer information; risks relating to our private brand offerings and new retail concepts; disruptions with our eCommerce platform, including issues caused by high volumes of users or transactions, or our information systems; factors affecting our vendors, including supply chain and currency risks; talent needs and the loss of Edward W. Stack, our Chairman and Chief Executive Officer; developments with sports leagues, professional athletes or sports superstars; weather - related disruptions and seasonality of our business; and risks associated with being a controlled company.

In the event of a change of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated.

These provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a transaction involving a change in control of our company that is in the best interest of our minority stockholders.

By: Henry Lazenby 12th August 2016 Johannesburg - based Omnia Holdings has submitted a letter to the TSX - V asking it to consider denying or repricing a proposed change - of - control transaction through which Société Anonyme d'Explosifs et de Produits Chimiques (EPC) intends to take Canadian firm Nordex Explosives private.

It also takes advantage of a hybrid proof - of - work and proof - of - stake mining system so that a small group can not take control of the flow of transactions or changes made to it, without the community's consent.

The project wants to build an open and progressive cryptocurrency with a system of community - based governance integrated into its blockchain, including a hybrid consensus system to ensure that no group can control the flow of transactions or make changes to the currency without the input of the community.

The prospect of losing valued Company employees in connection with a change in control could reduce the value of the Company to an acquirer and could thus reduce the amount current shareholders would realize in the transaction.

As part of this constitutional change, the Assembly will have partial control of income tax in addition to full control of a number of other taxes: the Land Transaction Tax (which will replace Stamp Duty in Wales) and Landfill Disposals Tax.

Amazon won't change their royalty structure (and excuse me for using that word, but it is the one they use, and most indies use to describe the transaction taking place) until they control a significant portion of the market, which means it's possible they may never reach that size.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses, the risk that the transactions with Microsoft and Pearson do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion contemplated by the relationship with Microsoft, including that it is not successful or is delayed, the risk that NOOK Media is not able to perform its obligations under the Microsoft and Pearson commercial agreements and the consequences thereof, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

None of these companies have disclosed how the shares changed hands in those transactions since the initial purchase in 2006, but Spalding remains the majority shareholder and controls the business.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the effect of the proposed separation of NOOK Media, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, risks associated with the commercial agreement with Samsung, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses (including with respect to the timing of the completion thereof), the risk that the transactions with Pearson and Samsung do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion previously undertaken, including any risks associated with a reduction of international operations following termination of the Microsoft commercial agreement, the risk that NOOK Media is not able to perform its obligations under the Pearson and Samsung commercial agreements and the consequences thereof, the risks associated with the termination of Microsoft commercial agreement, including potential customer losses, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended May 3, 2014, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, foreign government restrictions, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

Tools like Legal Suite display the complete transaction history so users can see exactly what was agreed and when, along with what was rejected at each stage — allowing in - house teams to keep control of their negotiations, doing deals more quickly and on more favourable terms, even in the event of personnel changes.

a. the legal enforceability of restrictive covenants; b. the legal parameters relating to wrongful termination, constructive dismissal or other similar concepts affecting an employee's entitlement to severance on termination of employment; c. any special employment laws that apply in connection with a change in control or other type of corporate transaction (e.g., an executive's entitlement to severance or the mechanism by which an executive's employment may transfer to a corporate acquirer); and d. other labour - related laws (such as laws related to unions or works councils) that may affect the employment relationship in a particular jurisdiction.

M&A Litigation — We represent both targets and bidders in litigation and in securities commission proceedings in connection with change - of - control transactions, including poison pill and other proceedings before securities regulators and courts.

• Provided support to global sales offices by managing, drafting, reviewing, redlining, and negotiating both standard and non-standard agreements including nondisclosure, professional services, independent contractor, manufacturing, software licensing (both on premise and SaaS), customer / sales, supplier, joint development, and distributor contracts • Maintained contractual records and documentation, such as receipt and control of all contract correspondence, customer contact information sheets, contractual changes, and other documents for all projects • Worked with risk management department to coordinate contractual insurance requirements • Worked with finance department to insure adherence to broader finance and risk requirements such as revenue recognition, pricing and discounting policies and other relevant requirements • Worked with relevant sales and business team and advise regarding legal issues and risks related to various business transactions • Ensured proper completion of a wide variety of agreements • Monitored compliance by company employees with established procedures • Ensured that signed contracts are communicated to all relevant parties to provide contract visibility and awareness

At each of the aforementioned points the company has essentially been put into play, and a change - in - control transaction will occur.

• Assisted facility managers in maintaining daily operations of parking facilities • Guided guests in the use of automated revenue control systems such as ticket dispensers and pay stations • Collected and categorized parking ticket transactions in accordance to the company's protocols • Retrieved customers» vehicles from parking areas and hand them over after ensuring appropriate identification • Handled cashiering duties by accepting payments in exchange of rendered services and issuing change and receipts • Assisted customers in handling problems with their vehicles including tire changes and jum starts

The Buyer acknowledges that it is his responsibility to do his own due diligence regarding any anomalies that may be associated with the subject property, such as but not limited to: the location of half - way houses, group homes, child molesters, grow houses, sewage treatment plants, plans for highway expansions, road widenings, locations of fire hydrants, proposed plazas or other retail property, proposed dump sites and such other issues that may impact future value (s) of the subject property, beside, behind, in the foreground of, or in any position that may impact value (s), including but not limited to: any change or increase in taxes due to Current Market Value Assessment alterations or changes of any sort, brought about by such situations that may affect the subject property now or in the future, and the Buyer acknowledges that said situations are totally outside the control of the Realtor (s) involved in the transaction, and the Buyer agrees to hold harmless Carolyne Realty Corp. its owners, directors and staff regarding any such findings, and in particular if they have not been disclosed by the Seller or the Listing Agent / Company.

Commenters explained that $ 100 was inadequate because it was not proportional to the transaction, did not account for inflation, or the variety of factors that can cause settlement costs to change within three to six business days before consummation and that are out of the creditor's or the settlement agent's control.