Sentences with phrase «change in control agreements»

It behooves a corporation to give consideration in advance to providing its senior management and key contributors with change in control agreements and other incentives to ensure their objectivity throughout the process, since once a bid has been launched there are certain disclosure requirements and other limitations with regard to entering into such arrangements.

Additionally, Meredith counsels clients on issues such as 162 (m) performance - based compensation, proxy disclosures, 280G payments, annual and long - term incentive programs, employment and consulting agreements, change in control agreements, retention and severance arrangements, and restrictive covenant provisions.

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.

reviewing and approving for Tesla's executive officers: the annual base salary, equity compensation, employment agreements, severance arrangements and change in control arrangements, and any other compensation, benefits, or arrangements;

The payments and benefits provided under his executive agreement in connection with a change in control may not be eligible for a federal income tax deduction for the company pursuant to Section 280G of the Internal Revenue Code.

The following is a description of the severance, termination and change in control benefits payable to each of our Named Executive Officers pursuant to their respective agreements and our equity incentive plans.

In the event of a change in control, awards granted under the 2017 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreemenIn the event of a change in control, awards granted under the 2017 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreemenin control, awards granted under the 2017 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreemenin an award agreement.

In the event of a change in control of our company, if determined by the board of directors in the applicable award agreement or otherwise determined by the board of directors in its discretion, any outstanding awards which are unexercisable, unvested or subject to lapse restrictions shall automatically be deemed exercisable, vested or no longer subject to lapse restrictionIn the event of a change in control of our company, if determined by the board of directors in the applicable award agreement or otherwise determined by the board of directors in its discretion, any outstanding awards which are unexercisable, unvested or subject to lapse restrictions shall automatically be deemed exercisable, vested or no longer subject to lapse restrictionin control of our company, if determined by the board of directors in the applicable award agreement or otherwise determined by the board of directors in its discretion, any outstanding awards which are unexercisable, unvested or subject to lapse restrictions shall automatically be deemed exercisable, vested or no longer subject to lapse restrictionin the applicable award agreement or otherwise determined by the board of directors in its discretion, any outstanding awards which are unexercisable, unvested or subject to lapse restrictions shall automatically be deemed exercisable, vested or no longer subject to lapse restrictionin its discretion, any outstanding awards which are unexercisable, unvested or subject to lapse restrictions shall automatically be deemed exercisable, vested or no longer subject to lapse restrictions.

«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.»

According to the change - of - control term, 9.1 in the agreement, Mozilla had the right to leave the partnership if — under its sole discretion and in a certain time period — it did not deem the new partner acceptable.

entered into Change of Control and Retention Agreements with each of the Named Executive Officers that provide them with certain payments and benefits in the event of the termination of their employment within the three - month period prior to, or the 18 month period following, a change of control of the Company (referred to as the «change of control period&raChange of Control and Retention Agreements with each of the Named Executive Officers that provide them with certain payments and benefits in the event of the termination of their employment within the three - month period prior to, or the 18 month period following, a change of control of the Company (referred to as the «change of control period&rControl and Retention Agreements with each of the Named Executive Officers that provide them with certain payments and benefits in the event of the termination of their employment within the three - month period prior to, or the 18 month period following, a change of control of the Company (referred to as the «change of control period&rachange of control of the Company (referred to as the «change of control period&rcontrol of the Company (referred to as the «change of control period&rachange of control period&rcontrol period»).

Bahaneh's areas of expertise include state and federal licensing, tied house laws, state and federal labeling regulations and approvals, changes in control and winery / brewery / distillery sales, franchise laws, distribution agreements, winemaker agreements, trade practices including advertising, sponsorships and special events, celebrity brands, festivals, third party marketing, contests and sweepstakes and direct shipping laws.

Other provisions include an agreement to implement yet to be finalized changes in employee health care intended to save at least $ 3.4 billion, a loosening of regulations intended to allow greater control by individual principals and teachers, an increase in parent / teacher interactions, changes in teacher professional development and evaluations and an enhanced ability of the City to terminate teachers who behave inappropriately and teachers who are in the Absent Teacher Reserve.

While GOP lawmakers in the Senate are hailing the move as a victory for the Second Amendment, Astorino and other gun - rights proponents have said the agreement does little to change the gun - control measure approved in 2013.

The agreement came after Senate Majority Leader John Flanagan, who replaced Dean Skelos as the top GOP conference member in May, pledged to enact changes to the gun control law after some upstate Republicans were disappointed that yet another Long Islander would lead the last vestige of Republican power in the state.

«In good agreement with this finding the concentration of vitamin C in blood was also reduced in mixed Alzheimer's disease / vascular dementia patients when compared with the control group, while no changes in the concentration of α - tocopherol was detected.&raquIn good agreement with this finding the concentration of vitamin C in blood was also reduced in mixed Alzheimer's disease / vascular dementia patients when compared with the control group, while no changes in the concentration of α - tocopherol was detected.&raquin blood was also reduced in mixed Alzheimer's disease / vascular dementia patients when compared with the control group, while no changes in the concentration of α - tocopherol was detected.&raquin mixed Alzheimer's disease / vascular dementia patients when compared with the control group, while no changes in the concentration of α - tocopherol was detected.&raquin the concentration of α - tocopherol was detected.»

The Agreements include information about future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration instead of in court.

Gov. Jerry Brown and legislative leaders reached agreement on a budget plan Monday that will usher in sweeping changes to school funding that give local officials far more control over spending decisions.

ST2, Overhead Console, HID Cornering Headlamps, Power Moonroof, Radio: Sony Audio System, single - CD, SiriusXM Radio, HD Radio and 10 speakers, SiriusXM audio and data services each require a subscription sold separately, or as a package, by Sirius XM Radio Inc, If you decide to continue service after your trial, the subscription plan you choose will automatically renew thereafter and you will be charged according to your chosen payment method at then - current rates, Fees and taxes apply, To cancel you must call SiriusXM at 1-866-635-2349, See SiriusXM Customer Agreement for complete terms at www.siriusxm.com, All fees and programming subject to change, Sirius, XM and all related marks and logos are trademarks of Sirius XM Radio Inc, SYNC 3 Communications & Entertainment System, enhanced voice recognition, 8» LCD capacitive touchscreen in center stack w / swipe capability, AppLink, 911 Assist, Apple CarPlay and Android Auto compatability, 2 Smart Charging USB ports,; Bluetooth and steering wheel controls, Sirius XM service is not available in Alaska and Hawaii, SYNC AppLink lets you control some of your favorite compatible mobile apps w / your voice, It is compatible w / select smartphone platforms, Commands may vary by phone and AppLink software, Dual - Zone Electronic Automatic Temperature Control, ST3, Heated Sideview Mirrors, Heated 3 Point Steering Wheel, Rear Armrest, SecuriCode Keyless - Entry Keypad, Ambient Lighting, Voice Activated Touchscreen Navigation, pinch - to - zoom capability, SiriusXM Traffic and Travel Link w / a 5 - year prepaid subscription, SiriusXM Traffic and Travel Link services are not available in Alaska and Hawaii, SiriusXM audio and data services each require a subscription sold separately, or as a package, by Sirius XM Radio Inc, If you decide to continue service after your trial,; the subscription plan you choose will automatically renew thereafter and you will be charged according to your chosen payment method at then - current rates, Fees and taxes apply, To cancel you must call SiriusXM at 1-866-635-2349, See SiriusXM Customer Agreement for complete terms at www.siriusxm.com, All fees and programming subject to change, Sirius, XM and all related marks and logos are trademarks of Sirius XM Radio Inc, Carbon Fiber Interior Accent Package, boost gauge bezel, door grab handle inserts, e-brake handle and shicontrol some of your favorite compatible mobile apps w / your voice, It is compatible w / select smartphone platforms, Commands may vary by phone and AppLink software, Dual - Zone Electronic Automatic Temperature Control, ST3, Heated Sideview Mirrors, Heated 3 Point Steering Wheel, Rear Armrest, SecuriCode Keyless - Entry Keypad, Ambient Lighting, Voice Activated Touchscreen Navigation, pinch - to - zoom capability, SiriusXM Traffic and Travel Link w / a 5 - year prepaid subscription, SiriusXM Traffic and Travel Link services are not available in Alaska and Hawaii, SiriusXM audio and data services each require a subscription sold separately, or as a package, by Sirius XM Radio Inc, If you decide to continue service after your trial,; the subscription plan you choose will automatically renew thereafter and you will be charged according to your chosen payment method at then - current rates, Fees and taxes apply, To cancel you must call SiriusXM at 1-866-635-2349, See SiriusXM Customer Agreement for complete terms at www.siriusxm.com, All fees and programming subject to change, Sirius, XM and all related marks and logos are trademarks of Sirius XM Radio Inc, Carbon Fiber Interior Accent Package, boost gauge bezel, door grab handle inserts, e-brake handle and shiControl, ST3, Heated Sideview Mirrors, Heated 3 Point Steering Wheel, Rear Armrest, SecuriCode Keyless - Entry Keypad, Ambient Lighting, Voice Activated Touchscreen Navigation, pinch - to - zoom capability, SiriusXM Traffic and Travel Link w / a 5 - year prepaid subscription, SiriusXM Traffic and Travel Link services are not available in Alaska and Hawaii, SiriusXM audio and data services each require a subscription sold separately, or as a package, by Sirius XM Radio Inc, If you decide to continue service after your trial,; the subscription plan you choose will automatically renew thereafter and you will be charged according to your chosen payment method at then - current rates, Fees and taxes apply, To cancel you must call SiriusXM at 1-866-635-2349, See SiriusXM Customer Agreement for complete terms at www.siriusxm.com, All fees and programming subject to change, Sirius, XM and all related marks and logos are trademarks of Sirius XM Radio Inc, Carbon Fiber Interior Accent Package, boost gauge bezel, door grab handle inserts, e-brake handle and shift knob

Radio: 450 - Watt AM / FM / HD Premium Audio System - inc: 10 speakers including subwoofer, SiriusXM satellite radio, 8» Display Audio w / high - resolution (720P) electrostatic touch - screen, knobs and hard keys for primary controls and customizable feature settings, Bluetooth HandsFreeLink, Bluetooth streaming audio, Pandora compatibility, SMS text message function, radio data system (RDS), speed - sensitive volume compensation (SVC), USB smartphone / audio interface w / 2.5 - amp port in front and 2.5 - amp port in center console, HondaLink, Apple CarPlay integration, Android Auto integration, illuminated steering wheel - mounted audio controls and fin - type roof - mounted antenna, SiriusXM services require a subscription after any trial period, If you decide to continue your SiriusXM service at the end of your trial subscription, the plan you choose will automatically renew and bill at then - current rates until you call SiriusXM at 1-866-635-2349 to cancel, See our Customer Agreement for complete terms at www.siriusxm.com, Fees and programming subject to change, XM satellite service is available only to those at least 18 years and older in the 48 contiguous United States and D.C

Radio: 450 - Watt AM / FM / HD Premium Audio System - inc: 10 speakers including subwoofer, SiriusXM satellite radio, 8 Display Audio w / high - resolution (720P) electrostatic touch - screen, knobs and hard keys for primary controls and customizable feature settings, Honda Satellite - Linked Navigation System w / voice recognition, Honda HD digital traffic and turn - by - turn directions, Bluetooth HandsFreeLink, Bluetooth streaming audio, Pandora compatibility, SMS text message function, radio data system (RDS), speed - sensitive volume compensation (SVC), USB smartphone / audio interface w / 2.5 - amp port in front and 2.5 - amp port in center console, HondaLink, HondaLink subscription services, Apple CarPlay integration, Android Auto integration, mobile hotspot capability, wireless phone charger, near field communication (NFC), illuminated steering wheel - mounted audio and navigation controls and fin - type roof - mounted antenna, Honda Satellite - Linked Navigation System is available on EX-L trims and standard on Touring trims in the United States, Canada and Puerto Rico, Honda HD digital traffic service only available in the United States, except Alaska, Please see your Honda dealer for details, SiriusXM services require a subscription after any trial period, If you decide to continue your SiriusXM service at the end of your trial subscription, the plan you choose will automatically renew and bill at then - current rates until you call SiriusXM at 1-866-635-2349 to cancel, See our Customer Agreement for complete terms at www.siriusxm.com, Fees and programming subject to change, XM satellite service is available only to those at least 18 years and older in the 48 contiguous United States and D.C

Radio: 450 - Watt AM / FM / HD Premium Audio System - inc: 10 speakers including subwoofer, SiriusXM satellite radio, 8 - inch display audio w / high - resolution (720P) electrostatic touch - screen w / knobs and hard keys for primary controls and customizable feature settings, Bluetooth HandsFreeLink, Bluetooth streaming audio, Pandora compatibility, SMS text message function, radio data system (RDS), speed - sensitive volume compensation (SVC), USB smartphone / audio interface w / 2.5 - amp port in front and 2.5 - amp port in center console, HondaLink, Apple CarPlay integration, Android Auto integration, illuminated steering wheel - mounted audio controls and fin - type roof - mounted antenna, SiriusXM services require a subscription after any trial period, If you decide to continue your SiriusXM service at the end of your trial subscription, the plan you choose will automatically renew and bill at then - current rates until you call SiriusXM at 1-866-635-2349 to cancel, See our Customer Agreement for complete terms at www.siriusxm.com, Fees and programming subject to change, XM satellite service is available only to those at least 18 years and older in the 48 contiguous United States and D.C

VOICE - ACTIVATED TOUCH - SCREEN NAVIGATION SYSTEM - inc: pinch - to - zoom capability, SiriusXM Traffic and Travel Link w / a 5 - year prepaid subscription, SiriusXM audio and data services each require a subscription sold separately, or as a package, by SiriusXM Radio Inc, If you decide to continue service after your trial, the subscription plan you choose will automatically renew thereafter and you will be charged according to your chosen payment method at then - current rates, Fees and taxes apply, To cancel you must call SiriusXM at 1-866-635-2349, See SiriusXM Customer Agreement for complete terms at www.siriusxm.com, All fees and programming subject to change, Sirius, XM and all related marks and logos are trademarks of Sirius XM Radio Inc, SAFE & SMART PACKAGE - inc: Adaptive Cruise Control, Blind Spot Info System w / Cross-Traffic Alert, Pre-Collision Assist w / Pedestrian Detection, automatic emergency braking and forward collision warning w / brake support, Memory Driver Seat, Mirrors & Ambient Lighting, 3 settings, Lane Keeping Alert, Automatic High Beam, Rain - Sensing Windshield Wipers, RADIO: SHAKER PRO AUDIO SYSTEM - inc: 12 - speakers and subwoofer in trunk, HD Radio, MAGNERIDE DAMPING SYSTEM, FRONT LICENSE PLATE BRACKET - inc: Standard in states where required by law, EQUIPMENT GROUP 200A, ENHANCED SECURITY PACKAGE - inc: electronic - locking center console and electronic steering column lock, Active Anti-Theft System, Wheel Locking Kit, ECOBOOST PERFORMANCE PACKAGE - inc: black painted strut tower brace, performance rear wing, unique chassis tuning, unique electronic power assisted steering, unique anti-lock brakes, stability control tuning and upsized rear sway bar, Larger Brake Rotors, 4 - piston fixed calipers, Engine Spun Aluminum Instrument Panel, Gauge Pack (Oil Pressure and Boost), Wheels: 19» x 9» Ebony Black - Painted Aluminum Low gloss, 3.55 TORSEN Limited Slip Rear Axle, HD Front Springs, Larger Radiator, Tires: P255 / 40R19 Summer - Only Designed to optimize driving dynamics and provide superior performance on wet and dry roads, High performance summer tires wear faster than non-performance tires, Ford does not recommend using summer tires when temperatures drop to approximately 45 deg F (7 deg C) or below or in snow / ice conditions, CARBON SPORT INTERIOR PACKAGE - inc: Alcantara door inserts, Alcantara seat inserts, carbon fiber instrument panel and carbon fiber shift knob, Wireless StrControl, Blind Spot Info System w / Cross-Traffic Alert, Pre-Collision Assist w / Pedestrian Detection, automatic emergency braking and forward collision warning w / brake support, Memory Driver Seat, Mirrors & Ambient Lighting, 3 settings, Lane Keeping Alert, Automatic High Beam, Rain - Sensing Windshield Wipers, RADIO: SHAKER PRO AUDIO SYSTEM - inc: 12 - speakers and subwoofer in trunk, HD Radio, MAGNERIDE DAMPING SYSTEM, FRONT LICENSE PLATE BRACKET - inc: Standard in states where required by law, EQUIPMENT GROUP 200A, ENHANCED SECURITY PACKAGE - inc: electronic - locking center console and electronic steering column lock, Active Anti-Theft System, Wheel Locking Kit, ECOBOOST PERFORMANCE PACKAGE - inc: black painted strut tower brace, performance rear wing, unique chassis tuning, unique electronic power assisted steering, unique anti-lock brakes, stability control tuning and upsized rear sway bar, Larger Brake Rotors, 4 - piston fixed calipers, Engine Spun Aluminum Instrument Panel, Gauge Pack (Oil Pressure and Boost), Wheels: 19» x 9» Ebony Black - Painted Aluminum Low gloss, 3.55 TORSEN Limited Slip Rear Axle, HD Front Springs, Larger Radiator, Tires: P255 / 40R19 Summer - Only Designed to optimize driving dynamics and provide superior performance on wet and dry roads, High performance summer tires wear faster than non-performance tires, Ford does not recommend using summer tires when temperatures drop to approximately 45 deg F (7 deg C) or below or in snow / ice conditions, CARBON SPORT INTERIOR PACKAGE - inc: Alcantara door inserts, Alcantara seat inserts, carbon fiber instrument panel and carbon fiber shift knob, Wireless Strcontrol tuning and upsized rear sway bar, Larger Brake Rotors, 4 - piston fixed calipers, Engine Spun Aluminum Instrument Panel, Gauge Pack (Oil Pressure and Boost), Wheels: 19» x 9» Ebony Black - Painted Aluminum Low gloss, 3.55 TORSEN Limited Slip Rear Axle, HD Front Springs, Larger Radiator, Tires: P255 / 40R19 Summer - Only Designed to optimize driving dynamics and provide superior performance on wet and dry roads, High performance summer tires wear faster than non-performance tires, Ford does not recommend using summer tires when temperatures drop to approximately 45 deg F (7 deg C) or below or in snow / ice conditions, CARBON SPORT INTERIOR PACKAGE - inc: Alcantara door inserts, Alcantara seat inserts, carbon fiber instrument panel and carbon fiber shift knob, Wireless Streaming.

Options: Engine: 3.5 L V6 Ecoboost - Inc: Auto Start - Stop Technology Gvwr: 6 750 Lbs Payload Package Integrated Trailer Brake Controller Electronic Locking W / 3.55 Axle Ratio Transmission: Electronic 10 - Speed Automatic - Inc: Selectable Drive Modes: Normal / Tow - Haul / Snow - Wet / Ecoselect / Sport (Std) Equipment Group 501A Mid - Inc: Reverse Sensing System Universal Garage Door Opener Blind Spot Information System (Blis) Cross-Traffic Alert And Trailer Tow Monitoring (Blis Sensor In Led Taillamp) 110V / 400W Outlet Power Glass Sideview Mirr W / Body - Color Skull Caps Power - Folding Heat Turn Signal Memory And Auto - Dimming Feature (Driver's Side) Remote Start System W / Remote Tailgate Release Led Sideview Mirror Spotlights High - Intensity Led Security Approach Lamps Trailer Tow Package - Inc: Towing Capability Up To 11 100 Lbs Higher - Capacity Radiator Pro Trailer Backup Assist Higher - Power Cooling Fans Upgraded Front Stabilizer Bar Wheels: 20 6 - Spoke Premium Painted Aluminum Front License Plate Bracket - Inc: Standard In States Requiring 2 License Plates Optional To All Others Voice - Activated Touchscreen Navigation System - Inc: Pinch - To - Zoom Capability Siriusxm Traffic And Travel Link Note: Siriusxm Traffic And Travel Link Includes A 5 - Year Prepaid Subscription Siriusxm Traffic And Travel Link Service Is Not Available In Alaska Or Hawaii Siriusxm Audio And Data Services Each Require A Subscription Sold Separately Or As A Package By Sirius Xm Radio Inc If You Decide To Continue Service After Your Trail The Subscription Plan You Choose Will Automatically Renew Thereafter And You Will Be Charged According To Your Chosen Payment Method At Then - Current Rates Fees And Taxes Apply To Cancel You Must Call Siriusxm At 1 - See Siriusxm Customer Agreement For Complete Terms At All Fees And Programming Subject To Change Sirius Xm And All Related Marks And Logos Are The Trademarks Of Sirius Xm Radio Inc Extended Range 36 Gallon Fuel Tank Tires: P275 / 55R20 Bsw A / S - Inc: 245 / 70R17 All - Season Spare Tire Lead Foot Lariat Sport Appearance Package - Inc: Unique Interior Finish Box Side Decals Accent - Color Angular Step Bars 2 - Bar Body - Color Grille W / 4 Minor Bars Black Surround And Black Mesh Body - Color Front & Rear Bumpers Wheels: 18 6 - Spoke Machined - Aluminum Magnetic Painted Pockets Single - Tip Chrome Exhaust Turbocharged Rear Wheel Drive Power Steering Abs 4 - Wheel Disc Brakes Brake Assist Aluminum Wheels Tires - Front All - Season Tires - Rear All - Season Conventional Spare Tire Heated Mirrors Power Mirror (S) Integrated Turn Signal Mirrors Power Folding Mirrors Rear Defrost Intermittent Wipers Variable Speed Intermittent Wipers Privacy Glass Power Door Locks Daytime Running Lights Automatic Headlights Fog Lamps Am / Fm Stereo Cd Player Satellite Radio Mp3 Player Auxiliary Audio Input Bluetooth Connection Power Driver Seat Power Passenger Seat Leather Seats Split Bench Seat Heated Front Seat (S) Driver Adjustable Lumbar Passenger Adjustable Lumbar Seat Memory Cooled Front Seat (S) Pass - Through Rear Seat Rear Bench Seat Adjustable Steering Wheel Trip Computer Power Windows Wifi Hotspot Leather Steering Wheel Keyless Entry Keyless Start Cruise Control Climate Control Multi-Zone A / C Woodgrain Interior Trim Auto - Dimming Rearview Mirror Driver Vanity Mirror Passenger Vanity Mirror Driver Illuminated Vanity Mirror Passenger Illuminated Visor Mirror Floor Mats Mirror Memory Steering Wheel Audio Controls Smart Device Integration Adjustable Pedals Engine Immobilizer Security System Traction Control Stability Control Front Side Air Bag Tire Pressure Monitor Driver Air Bag Passenger Air Bag Passenger Air Bag Sensor Front Head Air Bag Rear Head Air Bag Child Safety Locks Back - Up Camera

Radio: 180 - Watt AM / FM / HD / SiriusXM Audio System - inc: 8 speakers, 8» Display Audio w / high - resolution (720P) electrostatic touch - screen, knobs and hard keys for primary controls and customizable feature settings, Bluetooth HandsFreeLink, Bluetooth streaming audio, Pandora compatibility, SMS text message function, radio data system (RDS), speed - sensitive volume compensation (SVC), USB smartphone / audio interface w / 2.5 - amp port in front and 2.5 - amp port in center console, HondaLink, Apple CarPlay integration, Android Auto integration, illuminated steering wheel - mounted audio controls and fin - type roof - mounted antenna, SiriusXM services require a subscription after any trial period, If you decide to continue your SiriusXM service at the end of your trial subscription, the plan you choose will automatically renew and bill at then - current rates until you call SiriusXM at 1-866-635-2349 to cancel, See our Customer Agreement for complete terms at www.siriusxm.com, Fees and programming subject to change, XM satellite service is available only to those at least 18 years and older in the 48 contiguous United States and D.C

Radio: 180 - Watt AM / FM / HD / SiriusXM Audio System - inc: 8 speakers, 8» Display Audio w / high - resolution (720P) electrostatic touch - screen, knobs and hard keys for primary controls and customizable feature settings, Bluetooth HandsFreeLink, Bluetooth streaming audio, Pandora compatibility, SMS text message function, radio data system (RDS), speed - sensitive volume compensation (SVC), USB smartphone / audio interface w / 2.5 - amp port in front, HondaLink, Apple CarPlay integration, Android Auto integration, illuminated steering wheel - mounted audio controls and fin - type roof - mounted antenna, SiriusXM services require a subscription after any trial period, If you decide to continue your SiriusXM service at the end of your trial subscription, the plan you choose will automatically renew and bill at then - current rates until you call SiriusXM at 1-866-635-2349 to cancel, See our Customer Agreement for complete terms at www.siriusxm.com, Fees and programming subject to change, XM satellite service is av

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.

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.

I note that upon closer inspection, the change in terms notice actually has lacks any language concerning opting out, must refer to the full card agreement (which is the actual controlling agreement right now) for information on how opting out works.

This tells me that 3G has been given operational control regardless of the equity stake in the joint venture / LLC Agreement, and we simply don't know if the exercise of warrants even given Berkshire greater than 50 % equity ownership would change that.

Amounts included in the table for Executive Officers do not include amounts due under the Executive Officers and Dr. Wolfe's change of control agreements.

Advised biotech company in connection with change - of - control agreements with executives which were triggered when company was acquired, and successfully litigated claims brought by executives who were denied benefits under the agreements (2012 AAA Employment Lexis 265; 2012 AAA Employment Lexis 367)

CEOs typically have a multitude of contractual arrangements in place, such as executive employment agreements, change of control, bonus and pension arrangements, stock options, and noncompetition agreements.

Mr. Casey also has extensive experience negotiating complex executive employment and transition agreements in various industries, including mergers and acquisitions, change - in - control agreements, non-competition and non-solicitation agreements, lift - outs and incentive / equity compensation.

We work with companies to reward their executives in employment agreements and change of control agreements, deferred compensation arrangements, incentive compensation plans and equity compensation.

He has a significant executive employment law practice, specializing in restrictive covenants and change of control agreements.

The Firm will not, nor will any entity that is part of the Firm, be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other, failure to perform by any supplier or other third party, or any other cause beyond the reasonable control of the Firm (or any entity that is part of the Firm).

We have entered into offer letter agreements with our named executive officers that, among other things, provide for certain change in control benefits, as well as severance benefits for our named executive officers.

As part of the agreement with Microsoft, ValueAct agreed it wouldn't engage in a proxy contest, meaning it wouldn't use hostile means to advise, control, change or influence the board.