Sentences with phrase «stockholder nominees»

Neither of the Stockholder Nominees was indebted to CuraGen or its subsidiaries at any time since the beginning of CuraGen's last fiscal year in an amount in excess of $ 60,000.

Each of the Stockholder Nominees has consented to being named as a nominee in a proxy statement and on a proxy card and to serve as a director of CuraGen, if elected.

Each of the Stockholder Nominees would be deemed to be an «Independent Director» pursuant to the rules of NASDAQ.

Neither of the Stockholder Nominees has any knowledge of any transaction described under Item 404 (b) of Regulation S - K outside of what has been filed by CuraGen and third parties with the SEC and made publicly available.

Neither of the Stockholder Nominees or any of their associates has any arrangement or understanding with any person with respect to any future employment by CuraGen or its affiliates or with respect to any future transaction to which CuraGen or any of its affiliates may be a party.

The Nominating Stockholder believes that the background and qualifications of the Stockholder Nominees shows them to be well qualified to serve on the CuraGen Board of Directors, and that each of the Stockholder Nominees would add value and would strengthen the quality of the entire CuraGen Board of Directors.

With respect to all securities of CuraGen purchased or sold by each of the Stockholder Nominees and the Nominating Stockholder within the past two (2) years, the dates on which such securities were purchased or sold and the amounts of such purchases or sales by each are set forth onSchedule 1 attached hereto.

In accordance with Article I, Section 7 (C) of the CuraGen By - laws, the DellaCamera Fund hereby delivers this Solicitation Notice to CuraGen for the purpose of nominating the two (2) individuals (the «Stockholder Nominees «-RRB- specified below for election as Class II Directors of CuraGen at the 2009 Annual Meeting (or a special meeting held in lieu thereof).

It is the Nominating Stockholder's present intention to deliver a proxy statement and form of proxy to a sufficient number of holders of CuraGen's voting shares to elect the Stockholder Nominees.

Neither of the Stockholder Nominees has held a position or office with or been a director of CuraGen, and none of the employers listed above are a parent, subsidiary or affiliate of CuraGen.

Neither of the Stockholder Nominees nor any of their associates is a party adverse to or has a material interest adverse to CuraGen or any of its subsidiaries in any material pending legal proceeding.

Based solely on public filings to date, to the knowledge of the Stockholder Nominees, there has been no change in control of CuraGen since the beginning of CuraGen's last fiscal year.

Neither of the Stockholder Nominees has a family relationship with any director, executive officer, or other person nominated or chosen as of the date of this notice by CuraGen to become a director or executive officer.

Neither of the Stockholder Nominees beneficially owns, directly or indirectly, any securities of any parent or subsidiary of CuraGen.

In the past five (5) years, none of the Stockholder Nominees has been a party to or convicted in any legal or bankruptcy proceeding or subject to any judgment, order or decree of the type described in Item 401 (f) of Securities and Exchange Commission («SEC») Regulation S - K.

Except as previously noted regarding the capacity of each Stockholder Nominee in DCM (Mr. DellaCamera as a Managing Member of DCM and Mr. Mansouri as an employee of DCM), neither of the Stockholder Nominees has any arrangement or understanding between him and any other person, including the Nominating Stockholder, pursuant to which such Stockholder Nominee is to be selected as a director or nominee of CuraGen other than his consent to serve as a Director of CuraGen, if elected.

Not exact matches

If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee.

As discussed above, if you are a street name stockholder, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in «street name,» and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares.

Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as «street name stockholders.»

The Nominating & Governance Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm or other sources.

A voting agreement among the common and preferred stockholders forces the stockholders to vote in favor of director nominees selected in a certain manner (i.e. all of the Series A stockholders agree to vote in favor of the nominee from VC Fund X for the Series A seat).

Our Nomination and Governance Committee evaluates and considers director nominees proposed by our stockholders in the same manner as a nominee recommended by a Board member, management, search firm or other source.

Our Board of Directors consists of eleven nominees, all of whom stood for election at our last annual meeting of stockholders.

Whether you hold shares directly as the stockholder of record or through a broker, trustee or other nominee as the beneficial owner, you may direct how your shares are voted without attending the annual meeting.

The offer price represents a 35 % premium over Avigen's closing stock price of $ 0.74 on January 8, 2009, the day prior to BVF's announcement that it was seeking to remove all incumbent Avigen directors and to elect its own slate of stockholder focused nominees (the «BVF Nominees&nominees (the «BVF Nominees&Nominees»).

The nominees intend to present any potential MediciNova transaction to stockholders for approval — ensuring that stockholders will get a true say in the future of Avigen.

We now need your participation to secure Avigen's substantial remaining value by removing the members of the current self - serving Board and electing our independent nominees who are committed to protecting value for all stockholders.

· Next, the nominees will then commence negotiations with MediciNova, with the goal of reaching an agreement on the best terms possible for all Avigen stockholders;

Assuming the conditions to this Offer are satisfied, stockholders would have the choice of (i) tendering their Shares and receiving a fixed cash payment upon the closing of the Offer at a premium to the market price on the day prior to both the announcement of the Offer and the announcement we were seeking to remove the incumbent members of the Board and to elect the Nominees, or (ii) maintaining their investment in the Company and participating in the proposed merger with MediciNova, if it occurs.

The offer price represents a 35 % premium over Avigen's closing stock price of $ 0.74 on January 8, 2009, the day prior to BVF's announcement that it was seeking to remove all incumbent Avigen directors and to elect its own slate of stockholder focused nominees.

On January 9, 2009, BVF delivered a notice to Avigen, demanding that Avigen call a special meeting of stockholders to, among other things, remove the current members of Avigen's Board, without cause, and for the proposed election of BVF's slate of director nominees (the «BVF Nominees&nominees (the «BVF Nominees&Nominees»).

Mark Lampert, the general partner of BVF, stated, «The tender offer provides stockholders with a choice if BVF's nominees are elected to the Board: they can either tender their shares for near - term cash at a premium to the market price or they can retain their shares and participate with BVF in the future of Avigen, whether through a merger with MediciNova, as hoped, or otherwise.

On January 9, 2009, BVF announced that it had delivered a notice to Avigen to call a special meeting of stockholders (the «Special Meeting») to remove all incumbent directors and elect its own slate of stockholder - focused nominees

If placed on the Board, the BVF nominees would, subject to their fiduciary duties, pursue merger negotiations with MediciNova, Inc. or other actions that would be designed to enhance value and minimize risk for all Avigen stockholders.

In order to ensure no further deterioration of Avigen's value, we urge stockholders to vote to remove all incumbent directors and elect the BVF nominees.»

As described below, a condition to this tender offer is the BVF Nominees being elected to Avigen's Board of Directors at this special meeting of stockholders, or otherwise appointed, and constituting a majority of the directors on the Avigen board.

Should the nominees be unable to negotiate final terms with a third party that satisfies the requirements described above, or should such transaction not be approved by stockholders, the nominees intend to promptly return the Company's remaining cash to stockholders.

BVF is urging stockholders to remove the current members of the AVGN and replace them with BVF's four «new, stockholder - oriented, independent director nominees.»

If elected, BVF's nominees intend to take steps that would benefit all stockholders, including redeeming Avigen's stockholder rights plan, working to consummate the proposed transaction with MediciNova, Inc. («MediciNova») and / or working to complete a distribution of Avigen's assets to all stockholders.

If stockholders agree with BVF, they can vote to remove existing directors and elect BVF's nominees.

Biotechnology Value Fund (BVF) has requested that the board of Avigen, Inc. (NASDAQ: AVGN) call a Special Meeting of the stockholders for the purpose of replacing the board with BVF's slate of director nominees.

If BVF's nominees are elected to the Board, stockholders can either tender their shares in the BVF tender, or not tender and participate with BVF in the future of Avigen, whether through a merger with MediciNova, subject to the nominees» fiduciary obligations, or if the merger is not feasible, to consider liquidation or other similar type transactions.

The tender offer is conditioned upon, among other things, (i) the BVF Nominees being elected to Avigen's board of directors at a special meeting of stockholders called for that purpose, or otherwise appointed, and constituting a majority of directors on Avigen's board, (ii) the Avigen board redeeming the poison pill rights issued and outstanding under Avigen's Poison Pill Rights Plan, or the Purchaser being satisfied in its reasonable discretion that the Poison Pill Rights are otherwise inapplicable to this tender offer, the Purchaser or any affiliate or associate of the Purchaser and (iii) Avigen not having authorized, recommended, proposed, announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, alternative strategy or relinquishment of any material contract or other right of Avigen or any comparable event or capital depleting transaction not in the ordinary course of business.

Urges Stockholders to Vote to Remove Current Board and Elect its Slate of Four Stockholder - Oriented Independent Nominees

Biotechnology Value Fund, L.P. To Make Tender Offer For Any And All Outstanding Shares Of Avigen At $ 1.00 Per Share Tender Offer provides stockholders with a near - term cash alternative if BVF nominees are elected BVF reaffirms support for downside - protected merger with MediciNova NEW YORK, Jan. 15 / PRNewswire / — Biotechnology Value Fund, L.P. («BVF») announced today that it intends to make a cash tender offer to purchase any and all of the outstanding common stock of Avigen, Inc. (Nasdaq: AVGN — News; «Avigen») that BVF does not own at a price of $ 1.00 per share under the conditions described below.

AVGN shareholders are to decide on BVF's proposal to remove the board of AVGN and elect Biotechnology Value Fund's (BVF) slate of director nominees at a special meeting of stockholders to be held this Friday, March 27, 2009.

We firmly believe our nominees, along with our industry advisors, will make a significant positive impact for the benefit of MRV's stockholders.

It is imperative that the incumbent Board members be replaced with our qualified nominees who will truly represent the interests of stockholders.