Sentences with phrase «business acquisition agreement»

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.

Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction and in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact of weather conditions and natural disasters and the financial condition of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services; (3) the scope, nature, impact or timing of acquisition and divestiture or restructuring activity, including the pending acquisition of Rockwell Collins, including among other things integration of acquired businesses into United Technologies» existing businesses and realization of synergies and opportunities for growth and innovation; (4) future timing and levels of indebtedness, including indebtedness expected to be incurred by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope of future repurchases of United Technologies» common stock, which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash, including in connection with the proposed acquisition of Rockwell; (7) delays and disruption in delivery of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits of organizational changes; (11) the anticipated benefits of diversification and balance of operations across product lines, regions and industries; (12) the outcome of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact of the negotiation of collective bargaining agreements and labor disputes; (15) the effect of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the effect of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger) and to satisfy the other conditions to the closing of the pending acquisition on a timely basis or at all; (18) the occurrence of events that may give rise to a right of one or both of United Technologies or Rockwell Collins to terminate the merger agreement, including in circumstances that might require Rockwell Collins to pay a termination fee of $ 695 million to United Technologies or $ 50 million of expense reimbursement; (19) negative effects of the announcement or the completion of the merger on the market price of United Technologies» and / or Rockwell Collins» common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation of their businesses while the merger agreement is in effect; (21) risks relating to the value of the United Technologies» shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.

On April 25th, 2018, Globalstar announced that it has signed a merger agreement with Thermo Acquisitions, Inc., pursuant to which the following assets will be combined with the former: metro fiber provider FiberLight, LLC; 15.5 million shares of common stock of CenturyLink, Inc.; $ 100 million of cash and minority investments in complementary businesses and assets of $ 25 million in exchange for Globalstar's common stock valued at approximately $ 1.65 billion, subject to adjustments.

After reaching an agreement with a buyer or seller for the acquisition or disposition of a business, we are subject to satisfaction of pre-closing conditions as well as to necessary regulatory and governmental approvals on acceptable terms, which, if not satisfied or obtained, may prevent us from completing the transaction.

Statements regarding future events are based on the parties» current expectations and are necessarily subject to associated risks related to, among other things, regulatory approval of the proposed acquisition or that other conditions to the closing of the deal may not be satisfied, the potential impact on the business of WhatsApp due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement, and general economic conditions.

The Commercial Capital Training Group allows business brokers to earn a six - figure income simply by helping to arrange the financing for sellers to purchase businesses, on top of the income for the core acquisition agreement.

At early - stage rounds of financing, legal documents for an investment, contracts for a strategic business partnership, and merger or acquisition agreements contain representations and warranties with respect to intellectual property assets from the new business and often from founding entrepreneurs.

A gain on the sale of shopping center assets in Chile, a tax benefit related to its agreement to sell its Mexican Suburbia business, and dilution from the earlier - than - expected completion of its Jet.com acquisition had a minimal impact on the company's results.

Funds of a U.K. - based private equity and venture capital firm on the technology and outsourcing agreements developed in connection with its acquisition of a majority stake in an insurance software business from an Irish global management consulting and professional services company.

Under the asset purchase agreement for the acquisition of the Node40 Business (the «APA»), HashChain has acquired the NODE40 Business for a purchase price comprised of US$ 8,000,000 in cash, payable as to US$ 4,000,000 at closing (subject to a closing adjustment provision), and US$ 2,000,000 on each of 180 days and one year following the closing date, and a total of 3,144,134 common shares in the capital of HashChain («Shares»), to be issued in the following amounts and on the following dates (each, an «Issue Date»): (i) 1,800,000 Shares on the closing date, (ii) 700,247 Shares on the date that is 180 days following the closing date; and (iii) 643,887 Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) above.

For over 40 years, GVM has advised clients in all stages of the business cycle: formation, debt and equity financing, vineyard and winery acquisitions, grape purchase agreements, vineyard leases, distribution and brokerage agreements, sales and marketing agreements, mergers and acquisitions and troubled debt restructures.

The formal agreement to acquire the former Republic Steel property on South Park Avenue comes a little more than three months after New York State agreed to the basic terms of the land acquisition and clears a key hurdle in the Buffalo Billion initiative to jump - start the long - sagging Buffalo Niagara economy with fast - growing, technology - based businesses.

Actual results could differ materially for a variety of reasons, including, in addition to the factors discussed above, the amount that Amazon.com invests in new business opportunities and the timing of those investments, the mix of products sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of legal proceedings and claims, fulfillment center optimization, risks of inventory management, seasonality, the degree to which the Company enters into, maintains and develops commercial agreements, acquisitions and strategic transactions, and risks of fulfillment throughput and productivity.

«Indies are important to us,» said Sol Rosenberg, vice president of business development & content acquisition for Copia, to Publisher's Weekly about the agreement, «and we've been looking for a solution to help them compete.»

Actual results could differ materially for a variety of reasons, including, in addition to the factors discussed above, the amount that Amazon.com invests in new business opportunities and the timing of those investments, the mix of products sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of legal proceedings and claims, fulfillment and data center optimization, risks of inventory management, seasonality, the degree to which the Company enters into, maintains and develops commercial agreements, acquisitions and strategic transactions, and risks of fulfillment throughput and productivity.

The Offer is conditioned upon, among other things, (i) the Nominees being elected to the Board at the Special Meeting or otherwise being appointed to, and constituting a majority of, the members of the Board, (ii) the Board redeeming the «poison pill,» or our being satisfied in our reasonable discretion that the «poison pill» is otherwise inapplicable to the Offer, the BVF Group or any affiliates or associates of the BVF Group, 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.

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.

Incorporated («Morgan Stanley») as its advisor to assist the Company in exploring strategic alternatives available to the Company for enhancing shareholder value, including but not limited to, continued execution of the Company's business plan, the payment of a cash dividend to the Company's shareholders, a repurchase by the Company of shares of its capital stock, the sale or spin off of Company assets, partnering or other collaboration agreements, a merger, sale or liquidation of, or acquisition by, the Company or other strategic transaction.

The Board made this decision after completing an exhaustive evaluation of various strategic alternatives available to the Company for enhancing stockholder value, including but not limited to, continued execution of the Company's business plan, the payment of a cash dividend to the Company's stockholders, a repurchase by the Company of shares of its capital stock, the sale or spin off of Company assets, partnering or other collaboration agreements, a merger, sale or liquidation of, or acquisition by, the Company or other strategic transaction.

«We wanted to strengthen our equity - owned business travel presence in Northern Europe, so embarked on an acquisition strategy last year concluding an agreement with eDreams ODIGEO to acquire Travellink Corporate in several markets.

Wyndham announced an acquisition agreement with LaQuinta, purchasing the hotel franchise and management business for $ 1.95 B in cash.

The «Solarize» initiative partners with interested residential and business communities to conduct joint purchasing agreements that help lower solar acquisition and consumer costs.

We can help with contract drafting, contract review, business formation, governance matters, strategic planning, due diligence, acquisitions and transactional agreements.

Her practice focuses on the representation of corporate clients in connection with sales and acquisitions of businesses, debt and equity financings, private placements, real estate matters, including commercial leasing and purchase and sale agreements, and general business matters.

He brings to business clients substantial experience counseling companies on structuring and negotiating cross-border and domestic acquisitions, joint ventures, and licensing agreements; on corporate governance matters; and on U.S. regulation of trade and business practices.

Areas of Practice: Business Formations, Amalgamations, Joint Ventures, Shareholders» Agreements, Sales and Acquisitions of Businesses

Martin specialises in all aspects of Company and Commercial Law, with strong emphasis in mergers, acquisitions, company reconstructions, management buy - outs, business sales, joint ventures, shareholder agreements, partnerships, franchising, and construction contracts.

On the transactional side, we serve as consultants to law and accounting firms to provide tax counsel regarding matters as varied as, for example, business succession plan structures, corporate mergers, acquisitions and reorganizations, and tax - efficient structuring of property settlement agreements upon divorce.

From Wolters Kluwer are the announcements of its exclusive agreement with Validis, a data transmission and analytics software business, its collaboration with Propylon, a provider of «legislative software solutions» and the acquisition of Tagetik, a provider of corporate performance management software.

A basic understanding of a client's business, of course, aids with traditional transactional lawyering tasks, such as due diligence, negotiating a deal, and drafting acquisition agreements.

H. John Michel, Jr. represents business entities in mergers and acquisition transactions, complex joint ventures, public securities offerings and private placements, internal investigations, and related commercial litigation (such as the enforcement of non-competition agreements, disputes relating to contract compliance and indemnification claims).

During such time, he served as outside General Counsel and M&A counsel for domestic and international business entities and private investment and capital groups, which included negotiating and documenting purchase, sale and merger agreements and dissolutions, corporate contracts related to licensing, executive employment agreements, corporate governance, acquisition, vendor contracting, leasing and real estate property matters, and advising on loss mitigation and compliance issues.

Patricia has led or participated in public - private infrastructure projects, as well as in a broad range of commercial transactions involving the sale or acquisition of businesses, corporate reorganizations, joint ventures and outsourcing agreements in numerous industries including hospitality management, multi-residential properties, telecommunications, energy and retail.

He also provides a broad array of legal services under the «corporate» banner, including everything from the formation and periodic maintenance of closely held businesses to sophisticated merger and acquisition activity for publicly traded companies and other related transactions (e.g., shareholder agreements, employment contracts, and office and equipment leases).

The article covers a pair of decisions by the Business Litigation Session of the Massachusetts Superior Court concerning the enforcement of a noncompete agreement following the acquisition of the employer by another company.

Gemma has a unique and practical perspective on legal matters as a result of her work on a seconded basis at Olin Corporation (negotiating and drafting commercial agreements, managing a large inter-disciplinary team, and coordinating acquisition integration related matters), her work as a contract negotiator on the business side at Texas Instruments (negotiating advanced development as well as intermediate and high volume production contracts and complex joint ventures), her work in house at EXE Technologies (providing commercial counsel and IPO counsel), her work on a seconded basis at Computer Sciences Corporation (managing M&A and negotiating strategic alliances), and at ACS (handling securities matters and negotiating M&A transactions).

Ms. Culp advises clients on the selection, formation, organization and management of business entities and counsels companies on various matters including corporate governance, mergers, and acquisitions, and employment and shareholder agreements.

She advises on acquisitions, disposals and mergers, management buy - outs and buy - ins, refinancing, corporate reorganisations, joint ventures, shareholders» agreements and general business advice.

He has enjoyed a 40 - year career in the UK and Middle East, and has experience of company and business sales and acquisitions, corporate finance, share capital and structures and shareholders» agreements.

Thomas E. Clark, Associate Thomas enjoys an active corporate and commercial practice ranging from business formations, amalgamations, joint ventures, shareholders» agreements, and the sales and acquisitions of businesses.

In addition, our transactional attorneys have assisted small businesses in numerous mergers and acquisitions, joint venture agreements, split - offs and spin - offs, and repurchases or redemptions of founders» shares.

For buyers, we provide thorough and efficient business - oriented due diligence, focused on identifying «deal - killers» to confirm value and minimize post-closing surprises, and assist with the negotiation of acquisition agreements that are consistent with our client's objectives.

Whether you are drafting employee contracts, dealing with commercial real estate issues, going through an acquisition or need assistance with a variety of other contracts including non-compete and purchase sale agreements, you can count on Jeanette to deliver the most reliable and professional business litigation around.

In particular, minority shareholder disputes, directors» duties, takeovers and mergers, directors» service contracts, shareholder agreements and business / share acquisition agreements and claims.

I work closely with the Corporate team at Moore Blatch on corporate transactions such as investments, acquisitions and sales of business and assist with reviewing and advising on commercial agreements as part of the transaction process.

Mr. Gatto's practice is national and international, and it encompasses a full range of IP and technology issues, including: patent, trademark, copyright and trade secret litigation; counseling and technology transactions; developing and implementing IP strategies to protect and to monetize IP assets; creating and implementing corporate IP programs; conducting IP audits; conducting complex patent prosecution, including patent appeals, interferences, Inter Partes Review (IPRs), reissues and protests; handling patent enforcement issues, including licensing and litigation; negotiating and drafting technology agreements; conducting IP due diligence in and negotiating IP aspects of mergers, acquisitions and financings; rendering opinions concerning the infringement, validity and enforceability of patents; handling trademark prosecution, domain name, copyright and trade secret matters; handling IP aspects of employment issues; advising clients on legal issues associated with open source software including open source patent issues, licensing, open source compatibility issues, indemnity issues and developing and implementing corporate policies on use of open source software; advising clients on the legality of cutting edge Internet business methods and technology; and advising clients on computer law issues such as computer fraud and abuse and SPAM - related issues.

Preparing purchase agreements, negotiating acquisitions, preparing employment agreements, assisting in business valuations, tax considerations and drafting contracts are amongst the services needed throughout the process by both buyers and sellers.

His practice involves a wide variety of corporate transactions, including the acquisition, financing and disposition of business entities through asset and stock purchase transactions; entity selection and formation; sales of debt and equity securities, negotiation and drafting purchase agreements; employment agreements, licensing agreements and other contracts; and general corporate matters.

James specialises in a range of corporate work including acquisitions and sales of businesses, management buyouts / buyins, company formations, shareholders agreements and IT / IP agreements.

This includes acquisition of upstream assets and operational oil and gas field businesses; negotiation of joint operating agreements, farm - in and farm - out agreements, gas and oil supply arrangements, liquefied natural gas (LNG) off - take agreements, LNG and oil project development, including gas and oil transportation and pipeline arrangements, and petroleum product supplies.