Sentences with phrase «such change of control»

Such change of control provisions may allow a counterparty to terminate an agreement early when the relevant company is no longer a subsidiary of the same ultimate holding company.

While such change of control clauses are not uncommon, the timing of the grant — with Tronc directly in play — is bound to further anger investors.

Not exact matches

Important factors that could cause actual results to differ materially from those reflected in such forward - looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following: 1) our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability of new and maturing programs; 2) our ability to perform our obligations under our new and maturing commercial, business aircraft, and military development programs, and the related recurring production; 3) our ability to accurately estimate and manage performance, cost, and revenue under our contracts, including our ability to achieve certain cost reductions with respect to the B787 program; 4) margin pressures and the potential for additional forward losses on new and maturing programs; 5) our ability to accommodate, and the cost of accommodating, announced increases in the build rates of certain aircraft; 6) the effect on aircraft demand and build rates of changing customer preferences for business aircraft, including the effect of global economic conditions on the business aircraft market and expanding conflicts or political unrest in the Middle East or Asia; 7) customer cancellations or deferrals as a result of global economic uncertainty or otherwise; 8) the effect of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates; 9) the success and timely execution of key milestones such as the receipt of necessary regulatory approvals, including our ability to obtain in a timely fashion any required regulatory or other third party approvals for the consummation of our announced acquisition of Asco, and customer adherence to their announced schedules; 10) our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing and our other customers; 11) our ability to enter into profitable supply arrangements with additional customers; 12) the ability of all parties to satisfy their performance requirements under existing supply contracts with our two major customers, Boeing and Airbus, and other customers, and the risk of nonpayment by such customers; 13) any adverse impact on Boeing's and Airbus» production of aircraft resulting from cancellations, deferrals, or reduced orders by their customers or from labor disputes, domestic or international hostilities, or acts of terrorism; 14) any adverse impact on the demand for air travel or our operations from the outbreak of diseases or epidemic or pandemic outbreaks; 15) our ability to avoid or recover from cyber-based or other security attacks, information technology failures, or other disruptions; 16) returns on pension plan assets and the impact of future discount rate changes on pension obligations; 17) our ability to borrow additional funds or refinance debt, including our ability to obtain the debt to finance the purchase price for our announced acquisition of Asco on favorable terms or at all; 18) competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers; 19) the effect of governmental laws, such as U.S. export control laws and U.S. and foreign anti-bribery laws such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad; 20) the effect of changes in tax law, such as the effect of The Tax Cuts and Jobs Act (the «TCJA») that was enacted on December 22, 2017, and changes to the interpretations of or guidance related thereto, and the Company's ability to accurately calculate and estimate the effect of such changes; 21) any reduction in our credit ratings; 22) our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components; 23) our ability to recruit and retain a critical mass of highly - skilled employees and our relationships with the unions representing many of our employees; 24) spending by the U.S. and other governments on defense; 25) the possibility that our cash flows and our credit facility may not be adequate for our additional capital needs or for payment of interest on, and principal of, our indebtedness; 26) our exposure under our revolving credit facility to higher interest payments should interest rates increase substantially; 27) the effectiveness of any interest rate hedging programs; 28) the effectiveness of our internal control over financial reporting; 29) the outcome or impact of ongoing or future litigation, claims, and regulatory actions; 30) exposure to potential product liability and warranty claims; 31) our ability to effectively assess, manage and integrate acquisitions that we pursue, including our ability to successfully integrate the Asco business and generate synergies and other cost savings; 32) our ability to consummate our announced acquisition of Asco in a timely matter while avoiding any unexpected costs, charges, expenses, adverse changes to business relationships and other business disruptions for ourselves and Asco as a result of the acquisition; 33) our ability to continue selling certain receivables through our supplier financing program; 34) the risks of doing business internationally, including fluctuations in foreign current exchange rates, impositions of tariffs or embargoes, compliance with foreign laws, and domestic and foreign government policies; and 35) our ability to complete the proposed accelerated stock repurchase plan, among other things.

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.

A number of operational features were required to implement such an overnight reverse repo, or ON RRP, facility: It would need same - day settlement; 16 the operation would need to be run predictably, every day, and as late in the day as possible, to give lenders time to bargain with other counterparties using the outside option of investing with the Federal Reserve; 17 an appropriate spread below IOR would be required to ensure that the facility neither induced large changes in the structure of money markets nor lost the ability to support interest rate control; 18 and the operations would need enough unused capacity that lenders could credibly propose to leave borrowers that did not offer an adequate interest rate.19

In addition, if an option or stock appreciation right is not assumed or substituted in the event of a change in control, the Administrator will notify the participant in writing that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

Such sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes or updates to such siSuch sites are not under our control, and we are not responsible for the contents of any linked site, any link contained in a linked site, or any review, changes or updates to such sisuch sites.

creation of additional shares of Series C convertible preferred stock; or (iii) effect a change of control, liquidation, dissolution, or winding up of the Company in which the holders of Series C convertible preferred stock would receive an amount per share less than the original issue price plus any declared but unpaid dividends on such shares of Series C convertible preferred stock.

If the payments or benefits payable to him in connection with a change in control would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Internal Revenue Code, then those payments or benefits will be reduced if such reduction would result in a higher net after - tax benefit to him.

upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

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.

You may be notified thereafter via email of any such change in ownership or control of your personal information.

If such rules change in the future or we no longer meet the definition of a controlled company under the current rules, we will adjust the composition of the boards and its committees accordingly in order to comply with such rules.

Such transfers don't change the nature of who ultimately controls the fortune.

«The vesting of each executive's awards will accelerate upon termination of his employment for any reason (including a resignation for good reason) other than cause, death or disability (as such terms are defined in such executive's employment agreement) if such termination takes place upon or within two years following a change in control (as defined in such executive's employment agreement) that occurs during the term of his employment agreement and such executive signs a general waiver and release that has become effective.»

As such, Yao envisioned that an alliance of blockchains forming a non-centralized network, with each acting as a center of control, as a viable way for blockchain technology to grow in future - something he said is necessary for risk control and technological changes.

To the extent that such malicious actor or botnet does not yield its majority control of the processing power on the Bitcoin Network, reversing any changes made to the source code or Blockchain may not be possible.

Of course, as such immigrant groups became acculturated their position with respect to such inter-group violence and control changed.

In chapter 1, «Redefining the Enemy,» I describe the present global economic order as one in need of fundamental restructuring, and how the United States through low - intensity conflict seeks to block or control any such changes.

He seems right in conceiving all such sudden changes as results of special cerebral functions unconsciously developing until they are ready to play a controlling part, when they make irruption into the conscious life.

A typical autocatalytic change is one in which the product of the change enhances the speed of the process such that the change keeps getting faster and faster, unless controlled by some other interaction.

[105] They claim that their use of various non-lethal control measures (although lethal control by property owners was not banned), such as prohibition of feeding coyotes, changes in husbandry practices, hazing of coyotes, guard animals, and fencing, resulted in a reduction in sheep losses.

The linked sites may not be under the control of Kontos Foods and Kontos Foods is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites.

A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward - looking statements, including but not limited to, (1) our ability to open new restaurants and food and beverage locations in current and additional markets, grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain our key employees; (2) factors beyond our control that affect the number and timing of new restaurant openings, including weather conditions and factors under the control of landlords, contractors and regulatory and / or licensing authorities; (3) changes in applicable laws or regulations; (4) the possibility that the Company may be adversely affected by other economic, business, and / or competitive factors; and (5) other risks and uncertainties indicated from time to time in our filings with the SEC, including our Annual Report on Form 10 - K filed on March 30, 2016 and our Quarterly Report on Form 10 - Q filed on August 15, 2016.

The stereotypical images of women (passive, weak and faithful, or domineering, demanding and slutty) were redefined as assertive, powerful and in control of their own sexuality.In popular culture this redefinition was evident: Disney heroines changed drastically and powerful media icons like Madonna, or Queen Latifah came to be just like series such as Sex and the City (1998 — 2004), and Girlfriends (2000 — 08).

SilentHunter, Some of the differences are that a newspaper is publishing an account and a dossier; that this is going to an independent complaints commission which the police do not control; that both supporters as well as opponents of the government will ask questions about this - in parliament, on blogs, and in many other places - no doubt pushing for an inquest with a jury, and be pushing for broader changes in policing to ensure its consistency with the human rights legislation we now have (such as those being advocated by Stuart White here on Next Left).

Meanwhile, Republican lawmakers have not budged on pushing for changes to rent control that are opposed by Democrats in the Assembly such as verification of income and residency.

Vanderhoef's veto reversed all but a few of the legislature's changes from the original bill, though it did keep some altered items such as the retention of county mosquito control and the Sheriff's Mounted Patrol.

«As such, we begin to see that the geology, and not just the climate, control the availability of water — the landscape was a catalyst for change in Africa.»

Such large females would have been on the cusp of changing sex, so the males controlled their behaviour more strictly.

In the future, such conductivity changes in graphene could be also generated by simple electronic means, allowing for highly efficient electric control of refraction, among others for steering applications.

Still, Bentley says he can see the benefits of the touchpad «for simple activities such as choosing music or changing volume while driving, and perhaps setting the cruise control».

«The remarkable process of evolution means that molecules that once had the same function can, over hundreds of millions of years, change to control such different processes as anxiety in humans and moulting in insects.

While climate change may increase the occurrence of malaria, the effect can be almost completely offset by adopting control strategies such as bed netting, spraying and anti-malarial drugs, according to a paper published in the journal Nature.

Whether they will actually lead to a greater incidence of the disease will be complicated by factors including control measures, the availability of drugs, and even other indirect effects of climate change, such as population changes, migration and urbanization.

«To mitigate the effects of climate change, we can talk about two types of options: to attack it at its origin, by eliminating or reducing the human factors that contribute to it (such as, reducing emissions, controlling pollution, etc.) or developing strategies that allow for its effects to be reduced, such as, in the case that concerns us, increasing green areas in cities, using, for example, the tops of buildings as green roofs,» states the University of Seville researcher, Luis Pérez Urrestarazu.

US control also means that any changes to the way the net works, including the addition of new domain names such as.

Kahan and other social scientists previously have shown that information based on scientific evidence can actually intensify — rather than moderate — political polarization on contentious topics such as gun control, climate change, fracking, or the safety of certain vaccines.

Short of controlling climate change, efforts to help the coral, such as providing reef structures, will not make up the difference either.

This leaves ecosystems vulnerable to dramatic changes, such as when a single species, like certain algae, grows out of control and forms toxic blooms, like the red tides common off the coast of Florida and Mexico.

Climate change effects on the geographical distribution and incidence of vector - borne diseases in other countries where these diseases are already found can also affect North Americans, especially as a result of increasing trade with, and travel to, tropical and subtropical areas.63, 197 Whether climate change in the U.S. will increase the chances of domestically acquiring diseases such as dengue fever is uncertain, due to vector - control efforts and lifestyle factors, such as time spent indoors, that reduce human - insect contact.

In estimating climate sensitivity such effects must be controlled for, and subtracted out to yield the portion of climate change attributable to CO2.

Attention - deficit / hyperactivity disorder (ADHD) and Parkinson's disease (PD) involve pathological changes in brain structures such as the basal ganglia, which are essential for the control of motor and cognitive behavior and impulsivity.

According to the Centers for Disease Control and Prevention (CDC), an estimated 50 to 70 million Americans are suffering from a sleeping or wakefulness disorder.10 As a result, many of them turn to various remedies, such as behavioral and environmental changes, to get a good night's rest.11 One of the first things you can do is to make sure that your body is producing enough melatonin.

These results are encouraging news for individuals with or at risk for type 2 diabetes since they indicate that simple diet changes, such as the inclusion of beans, can have a positive impact on blood sugar control.

Management of hypertriglyceridemia includes counseling for lifestyle changes, such as weight control, dietary changes, and exercise.

The best change was down - regulation of the inflammation master regulator, NF - KappaB, which controls inflammatory chemicals such as TNF - a and IL - 6.

According to him and others, «it is far more appropriate to approach this condition as a manifestation of systemic disease, and use such systemic treatments as are appropriate in aiding the body to regain control... [What is required, is] an approach to transformation - change in body, mind and spirit - which is possibly the only effective context in which to treat cancer.»

The DASH eating plan is just one key part of a heart - healthy lifestyle, and combining it with other lifestyle changes such as physical activity can help you control your blood pressure and LDL - cholesterol for life.