Sentences with phrase «event of a change of control»

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.

@Win it depends on what the SPG - Amex deal says happens in the event of change of control, but if there ceases to be an SPG then one imagines the Amex relationship goes away.

Not exact matches

Among the factors that could cause actual results to differ materially are the following: (1) worldwide economic, political, and capital markets conditions and other factors beyond the Company's control, including natural and other disasters or climate change affecting the operations of the Company or its customers and suppliers; (2) the Company's credit ratings and its cost of capital; (3) competitive conditions and customer preferences; (4) foreign currency exchange rates and fluctuations in those rates; (5) the timing and market acceptance of new product offerings; (6) the availability and cost of purchased components, compounds, raw materials and energy (including oil and natural gas and their derivatives) due to shortages, increased demand or supply interruptions (including those caused by natural and other disasters and other events); (7) the impact of acquisitions, strategic alliances, divestitures, and other unusual events resulting from portfolio management actions and other evolving business strategies, and possible organizational restructuring; (8) generating fewer productivity improvements than estimated; (9) unanticipated problems or delays with the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and other disruptions to the Company's information technology infrastructure; (10) financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans; and (11) legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's Annual Report on Form 10 - K for the year ended Dec. 31, 2017, and any subsequent quarterly reports on Form 10 - Q (the «Reports»).

These risks and uncertainties include competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand, circulation levels and audience shares; the Company's ability to develop and grow its online businesses; the Company's reliance on revenue from printing and distributing third - party publications; changes in newsprint prices; macroeconomic trends and conditions; the Company's ability to adapt to technological changes; the Company's ability to realize benefits or synergies from acquisitions or divestitures or to operate its businesses effectively following acquisitions or divestitures; the Company's success in implementing expense mitigation efforts; the Company's reliance on third - party vendors for various services; adverse results from litigation, governmental investigations or tax - related proceedings or audits; the Company's ability to attract and retain employees; the Company's ability to satisfy pension and other postretirement employee benefit obligations; changes in accounting standards; the effect of labor strikes, lockouts and labor negotiations; regulatory and judicial rulings; the Company's indebtedness and ability to comply with debt covenants applicable to its debt facilities; the Company's ability to satisfy future capital and liquidity requirements; the Company's ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; and other events beyond the Company's control that may result in unexpected adverse operating results.

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.

In any event, the power to make changes did not rest solely with the Bank; many of the financial controls were embedded in legislation and therefore the Treasury and the Government needed to be convinced before any changes could be made.

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 agreement.

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 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 restrictions.

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»).

Another surprise event at this year's convention was the decision to reject the effort by some to change the auxiliary status of the Woman's Missionary Union, a missions - support group, and bring it under the direct control of the convention.

Bret: Becoming born again is only a life - changing event to a weak - minded fool who has never found any other way to take control of himself, and hands over responsibility for his own life to an invisible sky daddy.

In a similar way, military coups that changed power at the top were often incapable of controlling events and people at the base of society.

We reserve the right to substitute speakers, change venues, cancel seminars, cancel part of or the entire event, due to circumstances beyond our control.

The chief points of change are, first, that the scene has been transferred from the supernatural world of the gods to the earthly sphere of human history; secondly, that It is not a god who experiences the renewal of life (for the God of Israel is not himself subject to death and resurrection, but on the contrary initiates and controls these events) but the people of Israel, who look in hope for restoration when their existence is threatened; and thirdly, that this hope is expressed as a metaphor describing the historical future, rather than as a myth of cosmic renewal.

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.

However, AAAS will not be liable for damages or refunds should the site become unavailable temporarily or access to the site becomes slow or incomplete due to system back - up procedures, regular maintenance (which typically occurs 8 - 10 am Pacific time each Saturday), Internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause beyond the control of AAAS (including, but not limited to, force majeure events, networking problems, IP address changes) which may from time to time make the site inaccessible for Authorized Users.

However, there are few records of past climate changes in this key region that have the length, resolution and age controls needed to reveal the area's response to abrupt climate change events.

[Box 9] OIS - China - Chinese Science and Technology Policy Delegation Visit, 1978 Zhongshan University Delegation Visit, 1979 AAAS Popularization of Science Delegation to China, 1980 CAST Science Writers Delegation to US, 1981 AAAS Environmental Planning Delegation to China, 1981 US - China Conference on Energy Resources and Environment, 1982 Interferon Study (Proposed), 1982 CAST Delegation to US, 1982 CAST Quality Control Delegation to US, 1982 Rumenant Productivity Symposium - US Papers, 1983 Rumenant Productivity Symposium - Chinese Papers, 1983 Photo Album of Address by Song Jian, 1985 AAAS Board of Directors Delegation to China, 1985 Chinese Delegation Visit (IIE), 1986 US Fish and Wildlife Service Delegation to China, 1986 FASAS International Climate Change Symposium (Proposal), 1986 CAST Delegation to US, 1986 Background Political Information, 1987 Law / Science Short Course (Proposal), 1987 Collected Information and Papers on Chinese Water Management, 1987 CAST Water Management Delegation to US, 1987 AAAS Water Management Delegation to China, 1987 AAAS Water Management Delegation to China - Follow - up, 1988 CAST Petrochemical Engineer Delegation to US (Proposal), 1987 Pacific Rim Symposium (Proposal), 1987 Science and Technology Advising Seminar (Proposal), 1988 - 1989 AAAS / ABA Lawyers and Scientists Delegation to China, 1988 China Symposium at 1989 AAAS Annual Meeting, 1988 - 1989 Medical Instrument Maintenance and Repair, 1989 Fang Li Zhi, 1988 - 1989 Amnesty International Reports on Chinese Arrests, 1989 Correspondence re: June 1989 Events in China, 1989 Consortium of Affiliates for International Programs, 1989 China - FASAS Symposium on Environmental Protection in Developing Countries, 1989 FASAS Symposium Chinese Papers, 1989 PRC Joint Commission Visit, 1989 Tibet, 1987 Liz Levey Misc Correspondence, 1982 - 1990 Chinese Code of Ethics, 1986 China Tech Company Information, (undated) AAAS / CAST Exchange Programs, 1978 - 1987 Correspondence with CAST International Director Wang Zheng, 1981 - 1982 Correspondence with CAST, 1981 - 1989 James Hartnett Complaint to CAST, 1988 - 1989 Chinese Academy of Sciences, 1987 Hong Kong Association for the Advancement of Science and Technology, 1987 - 1988 Correspondence with Chinese Embassy, 1982 - 1987 NAS China Committee, 1982 - 1986 Financial Aid for Chinese Students, 1987 Misc Articles and General Background Information, 1978 - 1989 Misc., 1982 - 1989 Presentation Transparencies, 1988 Elzinga, Aant.

Now we appear to have set in motion a series of events that, even if we can manage to bring our greenhouse gas production under control, threatens to change the very nature of the planet we live on.

Changes in atmospheric chemistry produced naturally and by humans, behavior of abrupt climate change events in the atmosphere; multiple controls on climate and the unique role of human impact.

«Our ongoing project aims to elucidate how cells recognize temperature or cellular events caused by the temperature changes and control the expression of DESAT1 to adapt the cellular processes and behaviors,» Umeda said.

Design, setting, and participants: Mendelian randomization analyses evaluating the association between CETP and HMGCR scores, changes in lipid and lipoprotein levels, and the risk of cardiovascular events involving 102837 participants from 14 cohort or case - control studies conducted in North America or the United Kingdom between 1948 and 2012.

This may not happen overnight, but with time, you can allow yourself to be forgiven and to stop worrying about what you can not change or events that are (or were) out of your control.

«This systematic review and meta - regression analysis of 108 randomised controlled trials using lipid modifying interventions did not show an association between treatment mediated change in high density lipoprotein cholesterol and risk ratios for coronary heart disease events, coronary heart disease deaths, or total deaths whenever change in low density lipoprotein cholesterol was taken into account.

The most exciting piece of information I took away from last week's Ubisoft preview event for Assassin's Creed: Origins wasn't the revamped control scheme or changes to the core gameplay the series is known for.

We follow in almost real time a handful of individuals forced to make split - second decisions after this incomprehensible event that would change their lives and forever alter our world's landscape: the young doctors and nurses at Parkland Hospital, the chief of the Dallas Secret Service, the unwitting cameraman who captured what has become the most watched and examined film in history, the FBI Agents who had gunman Lee Harvey Oswald within their grasp and Vice President Lyndon Johnson who had to take control of a country in a moment's notice.

Baumgartner and Jones argued that policy generally changes only incrementally, until some event, such as change in the party control of government or sizable shifts in public opinion, lead to large policy alterations.

Clive added: «Our focus at the events, which will play host to in excess of 200 delegates, is therefore to ensure that teachers feel confident about delivering a mathematics curriculum that is fit for purpose and provide staff with the basic knowledge they need to implement the changes and really feel in control.»

Cameras, sensors and computer controls give drivers what Subaru calls «a second pair of eyes on the road,» combining intelligent cruise control and automated braking in the event of a collision; lane change warning (with assistance); and — a very rare feature in the industry — a warning when stopped traffic in front has started moving again.

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.

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

Eyquem Fund LP systematically targets stocks at the largest discount from their full change ‐ of ‐ control value with the highest probability of undergoing a near ‐ term catalytic change ‐ of ‐ control event.

The prices of the underlying securities, currencies, commodities, financial instruments or indices may fluctuate rapidly and over wide ranges and in reflection of unforeseen events or changes in conditions, none of which can be controlled by you.

If events outside of their control cause their routine to change, they may feel threatened or jealous.

don - your version of events is contrary to other versions - i see no reason to believe your version over any of the others considering the landscaper himself, according even to the animal control officer involved who agrees with putting the dog down, changed his story - probably a version of yours, more than 3 times.

In that event, you will receive notice through our website of that change in control and practices, and we will make reasonable efforts to ensure that the purchaser honors any opt - out requests you might make of us.

These include war, or threat of war, riots, civil strife, terrorism, contamination, extreme or unusual weather conditions, industrial disputes, changes to sports itineraries, natural and nuclear disasters, fire, flight cancellations or rescheduling by airlines or any similar event beyond our control.

The world is certainly changing and Watch Dogs paints a picture showing how the world is going to be and the control technology has over events, from the changing of a set of traffic lights to the power to open a garage door the power to control this world is what makes things interesting and carries you through the game.

Large changes in cosmic rays are documented in response to magnetic - field variations (the Laschamp event of about 40,000 years ago is especially prominent) with no corresponding change in climate, so any cosmic - ray influence on the climate must be very small (a weak correlation can be obscured by noise; a strong control is almost always visible «by eye,» and clearly is absent).

a) they don't believe the premise of man - made climate change: they don't think scientific data collected to date is adequate to prove conclusively that any type of man - made event can result in either the recent fluxuations in climate or the anticipated kinds of drastic climate change, therefore CO2 control would be ineffective at solving the problem b) they don't believe CO2 alone is responsible: they think other variables are as or more likely to be the catalysts or causes for the scientific data collected to date on climate change therefore CO2 control would be ineffective at solving the problem c) they believe government efforts to curb CO2 emissions will fail resulting in an unprecedented waste of money and worse economic conditions.

At the conclusion of the event, Brown joined the other politicians in signing a declaration stating that «human - induced climate change is a scientific reality, and its effective control is a moral imperative for humanity.»

The event was held on 10 - 12 May 2016 in Geneva and focused on SDG 14 as well as on other Sustainable Development Goals and targets and considered, inter alia, a range of interconnected issues related to sustainable transport, ship - source pollution prevention and control and climate change adaptation for ports and other critical transport infrastructure.

My problem with this rationale is that it only lists a series of weather events but does not explain how much of the observed events are the result of climate change and, therefore, could be affected by the control program they support.

In the first decade of the new millennium, extreme rainfall events combined with changes in land use have resulted in an increase in floods and an increase in annual average flood losses from $ 6 billion to $ 10 billion despite the billions of dollars invested in flood control.

In the coal miner's case, even though the job is ultimately going to be lost for economic reasons, some triggering event is likely to control the exact timing, and that event may be the start of a new government regulation to limit climate change.

Brown joined 10 U.S. Democrat mayors (and no Republicans) at a similar event in 2015, where he railed against climate change skeptics as well - financed «troglodytes» whom, he said, are determined to «bamboozle» the public out of admitting that «human - induced climate change is a scientific reality, and its effective control is a moral imperative for humanity.»

Rather, it was made as part of a speech delivered this week at the annual meeting of the American Meteorological Society, by Dr. Richard Jackson, a pediatrician and a professor at the Fielding School of Public Health at the University of California, Los Angeles (of note, Jackson has also held prominent posts at the Centers for Disease Control (CDC), which has just abruptly canceled a conference addressing the public health implications of climate change out of fear that the event would be problematic for the new administration).

But sometimes, major life changes like this are brought on by cataclysmic events that are completely out of our control.