Sentences with phrase «changes of control»

For example, changes of control are very rare.

The most important catalyst seems to be changes of control and / or potential changes of control.

G&D emphasize going concerns except for a short description of Net - Nets, which focuses only on classified balance sheets and never mentions credit - worthiness or prospects for resource conversion, especially changes of control or going private.

Covenants can also be «non-financial» in nature, such as providing financial information to bondholders, protecting against the selling of assets, or changes of control, or making sure the assets of the company have adequate insurance.

Process efficiency (or lack of process efficiency) exists in markets where there are prospects (or no prospects) for changes of control, going private, mergers, massive recapitalizations and some liquidations.

If there were prospects for changes of control, not only would the discounts from NAV disappear, but control buyers probably would pay control premiums (maybe substantial premiums) over NAV, in part, because given the super strong financial positions of the companies, most acquisitions could be financed on extremely attractive terms.

One shortcoming of this approach is that there is probably little chance of resource conversion (especially changes of control) that would result, almost immediately, in the elimination, or sharp reduction, in the discounts from NAV.

In the Fund's view, few U.S. corporations are going to go for as long as five years without being involved in resource conversion activities - mergers and acquisitions; changes of control; management buyouts; massive share repurchases; major financings, refinancings or reorganizations; sales of assets in bulk; spin - offs; investing in new ventures in other industries; and corporate liquidations.

The analysts are probably right as long as there is an absence of resource conversion activities, e.g., changes of control, going private or massive restructurings such as the impending separation of assets by Cheung Kong and Hutchison - Whampoa into two new companies; one a real estate holding company and the other an industrial - utility holding company.

Resource conversions include: changes of control; mergers and acquisitions; tender offers; massive asset redeployments; massive liability restructurings, whether in leveraged buyouts or the reorganization of troubled companies; large scale distributions to stock holders in the form of dividends and / or stock buy - backs; and split ups.

«It's useful in modeling concepts in neuroscience to have a system that will yield a diverse range of behaviors for small changes of a control parameter, as this may help offer some insights about how the same neural tissue displays different responses,» Alonso said, whose research was funded by a fellowship from the Leon Levy Foundation.

Securities regulators should consider further regulating in this area by implementing sunset provisions and mandating procedures in changes of control when these structures are in place.

Particularly, common shareholders need to be protected if a company institutes a change of control or collapses its dual - class structure.

These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or to change our management and Board of Directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

The Principal Stockholders will be able to cause or prevent a change of control of us or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of us.

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.

At Institutional Shareholder Services (ISS), she worked on the executive compensation team as a senior analyst until 2010, with a particular focus on change of control packages, and analyzed «say on pay» resolutions.

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.

Investors were outraged that he'd get $ 50 million if there was a change of control.

In its lawsuit against ListHub, Zillow Group is claiming that its acquisition of Trulia was not technically a «change of control» because the acquisition was structured so that Trulia remained intact as a corporate entity, Walmsley said.

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

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.

We consider awards to have double - trigger vesting when they vest upon termination of employment following a change of control.

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.

Finally, just under one - third of DCS firms have change of control provisions over and above existing law.

Qualcomm has established a new severance program for non-executive employees that's triggered by a change of control as it faces a hostile takeover bid from rival Broadcom.

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»).

It will be interesting to see if they contain a change of control clause and what that means.

Foster's surrendered the licences to Carlsberg, Corona and Stella Artois in the space of a few months after the takeover by SABMiller under change of control clauses.

For all that, a change of control at WCB still seems perhaps the least likely outcome in what continues to a four - cornered contest.

SABMiller bought out Foster's in a $ 12.3 billion takeover and this triggered a change of control clause for Corona's then Mexican owner, Grupo Modelo, allowing for the licensing switch to Lion in early 2012 — even though Foster's had spent 22 years building the Corona brand in Australia.

The Treasury board has sent a clear signal to the market that a change of control is a strong likelihood, by foreshadowing on Friday that it wanted to coincide its upcoming annual general meeting with any scheme of arrangement meeting where shareholders will be required to vote to wave through any takeover.

But I think it would be totally wrong to cave into the Mark Thompson / Channel 4 / Guardian line that this represents a susbtantial change of control given that we all know Sky is controlled by News Corp now anyway.

Furthermore by having only a third elected each year change of control is achieved gradually, thereby reflecting the more consistent views of the electorate rather than those that prevail at just one brief period and which might be temporary in nature.

«If true that's the first significant change of control we've seen,» he says.

It may consider a «change of control».

There are County Council elections next year — what is the likelihood of a change of control?

(As an aside, it seems as if the absence of change of control possibilities combined with the indifference toward OPMI interests have been important contributors to Japan's twenty - year long recession.)

These NOLs could be fully utilized as no change of control event would be triggered.

This presumes that there are covenants on the various share classes for equal treatment in a change of control, and / or that there are rules to govern dividend policy, giving the same or superior treatment to those with a lesser voice.

over 60 % had undergone a change of control (with some issuers exhibiting multiple changes of control in a 12 - month period) and 85 % of those entities had failed to notify ASIC as required;

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

Take - outs occur when a company decides to take out / refinance the bonds according to a scheduled price; poison puts reference the change of control from merger or buyout activity; tenders are company offers to buy a security at a set price.

Likewise, the Company accrued nothing for the CEO and COO claims regarding compensation due on a «change of control», which the company denies.

That valuation excludes a change of control premium, which Bank of America estimates should be between 20 % and 30 % over their estimate.

Employees Change of Control Benefits Plan, effective as of January 1, 1992, incorporated by reference to Exhibit 10.65 to the 1992 10 - K.

Additionally, Parent also intends to roll over certain of the Company's current outstanding indebtedness that is not subject to acceleration upon a change of control and that either does not contain change of control repurchase obligations or where the holders do not elect to have such indebtedness repurchased in a change of control offer.»

Any person who acquires controlling interest in a licensee without first having filed an application for change of control with the commissioner shall be deemed to be operating without proper authority and subject to the penalties of this Part.

Unlike the most recent era, lower leverage and more prevalent change of control protections help to limit cram down losses.

Change of control provisions first began appearing in 1980 when corporate raiders started taking over companies and loading them up with debt.