Sentences with phrase «in change of control»

We interfere at our clients» request in change of control disputes and in proxy fights.

Horner points to BCE Inc. v. 1976 Debentureholders, where the Supreme Court said in 2008 that Canadian fiduciary duties in a change of control situation are different from what is found in the U.S., where the board's duties are to the shareholders.

Employment Contracts in Change of Control Transactions: Dos, Don'ts, Tricks and Traps, MBA Continuing Legal Education, 2015, Tamsin R. Kaplan (co-chair)

For newly issued BBB bonds, there is an increase in change of control covenants, which would allow bondholders to sell their bonds at investment grade levels (if not better) in a takeover.

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.»

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.

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.

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.

Not exact matches

In five different scenarios, they measured their subjects on a set of cognitive tasks, and controlled for the formality or casualness of their clothing, instructing subjects to bring «clothing you would wear to a job interview» to change into.

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.

«In terms of bringing a higher quality experience, yes absolutely,» he said, but noted that the controls may need to change so it's not «too clunky to be enjoyable.»

Based on a comparison of the change in subjective well - being of these people and of people from the control group who had no change in their volunteer status, the hypothesis is supported that volunteering is rewarding in terms of higher life satisfaction.

Weston said his family, who also controls Loblaw's parent company, George Weston Ltd. (TSX: WN), has undergone some major changes in the past year, including the $ 12.4 - billion blockbuster acquisition of the Shoppers Drug Mart chain.

Flipping the seat currently held by outgoing Flake could be instrumental in changing control of the Senate.

Jim Pishue, president of the Washington Bankers Association, points out that guidelines don't supersede federal law, which categorizes marijuana as a controlled substance that can not be legally sold anywhere in the U.S. And guidance, he noted, can change at any time.

If you understand this fact, then suddenly, you can have a better attitude toward the change in your life while continuing to attempt to control the outcomes as much as possible — but not letting the things that are out of control upset you.

Under Boggs» leadership, it has started doing deeper, more rigorous due diligence — a change that can be traced through a trail of lawsuits involving McKesson customers who suddenly had their controlled substances cut off in 2013 and 2014.

Microsoft has smartly changed the update process in its latest OS so you have control over when your PC reboots following the installation of an update.

For those leaders willing to make the shift, it's useful first to change your mindset: think of it less in terms of losing control and more in terms of gaining knowledge, experience and leadership from others who will help your company grow.

We're able to control the content of all menu boards, we're able to control change, and we're also able to really do different things in different stores at the push of a button.»

The National Association of Real Estate Investment Trusts («NAREIT») defines funds from operations («NAREIT FFO») as net income / (loss) attributable to common shareholders computed in accordance with generally accepted accounting principles in the United States («GAAP»), excluding gains or losses from sales of operating real estate assets and change in control of interests, plus (i) depreciation and amortization of operating properties and (ii) impairment of depreciable real estate and in substance real estate equity investments and (iii) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect NAREIT FFO on the same basis.

You simply can't plan around something that is always changing and out of your control when surfing or in life,» Chen writes.

At the end of the day, drug makers are allowed to price their products however they want to in the U.S. Barring some of the regulatory reforms that Trump has previously proposed but have an extremely rocky path through a GOP - controlled Congress, it's difficult to see the more subtle price hike dynamic change.

Here are the changes customers can expect with Niccol in control of Chipotle.

Thousands of high school students and other gun - control advocates gathered in Washington and across the U.S. Saturday to demand tougher firearms restrictions from an older generation that's delivered little change after years of mass shootings.

I think one of the biggest advantages of streaming, for customers, is that it's created competition in the TV business, which used to be controlled by a few big distributors and that's really changed.

Whether it's conflict between people, everyone freaking out over a rule change, or what have you, make certain that you're the one who remains calm, composed, and in control of your emotions.

Under the new system, statements which UK companies file when they are set up and on each anniversary of that date showing changes in shareholders or directors are supposed to include details of «Persons with significant control (PSC).»

Because forward - looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

With the entire House on next year's ballot — and about one - third of the U.S. Senate up for a vote, too — the stakes are high for those in the Bay Area who seek to erode the GOP's control of Congress and erect a new bulwark against Trump's agenda in areas like immigration and climate change.

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»).

Unrestricted access to American technology; relaxation, if not removal, of controls on sensitive high tech U.S. exports; unrestricted ability to make acquisitions of U.S. companies; substantial changes in trade remedy laws to lessen their impact.

«Rather than react to the changing times, plant some seeds now so that you can be proactive and stay in control of your career and remain competitive,» she says.

We want to preserve that spirit by allowing them to be in full control of their priorities and time during those first months when everything is changing and the world is turned upside down.

Switching back to W2 won't necessarily curtail the freedom of its valets, but it will give Luxe the sizable boost in control that it craved as a business and the end result changes the consumers experience.

If the company can control and contain this energy, it would have a positive impact on the problem of carbon emissions and climate change in the decades to come.

For more than seven months, Sumner Redstone, now 93 and barely able to speak, has asserted (through lawyers and PR teams) that he remains mentally competent — sharp enough to change his health care agent, to erase a $ 70 million bequest to an ex-girlfriend from his will, and, most important, to remain in control of Viacom (VIAB) and CBS (CBS), the jewels in his $ 42 - billion media empire.

In her 2012 TED Talk, Melinda Gates makes the argument that many of the world's social change issues depend on ensuring that women are able to control their rate of having kids.

The current flagship company of Cheung Kong Holdings will be changed to CK Hutchison Holdings while all property related business will be controlled under a new firm called CK Property, which will be listed in the future.

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.

Today, Facebook announced a number of changes to its privacy controls, planned to go into effect in the next few weeks.

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.

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.

HubSpot was part of a live landing page optimization test in which the audience was given a control page and asked to build a treatment page by incorporating changes that could positively affect conversion rates.

In addition, it noted what would be fairly boilerplate severance terms: «If the Company terminates Mr. Ryan's employment without cause on or after a change in control or he resigns for good reason due to a change in control, subject to his execution and non-revocation of a release of claims, the Company will pay him, in addition to his previously - accrued compensation, severance equal to the following: (i) in the case of a change in control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.&raquIn addition, it noted what would be fairly boilerplate severance terms: «If the Company terminates Mr. Ryan's employment without cause on or after a change in control or he resigns for good reason due to a change in control, subject to his execution and non-revocation of a release of claims, the Company will pay him, in addition to his previously - accrued compensation, severance equal to the following: (i) in the case of a change in control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.&raquin control or he resigns for good reason due to a change in control, subject to his execution and non-revocation of a release of claims, the Company will pay him, in addition to his previously - accrued compensation, severance equal to the following: (i) in the case of a change in control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.&raquin control, subject to his execution and non-revocation of a release of claims, the Company will pay him, in addition to his previously - accrued compensation, severance equal to the following: (i) in the case of a change in control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.&raquin addition to his previously - accrued compensation, severance equal to the following: (i) in the case of a change in control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.&raquin the case of a change in control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.&raquin control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.»

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by the Principal Stockholders, our management or our Board of DirectorIn addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by the Principal Stockholders, our management or our Board of Directorin control or takeover attempt that is opposed by the Principal Stockholders, our management or our Board of Directors.

We generally do not enter into severance arrangements with our named executive officers, and none of the equity awards granted to the named executive officers under Apple's equity incentive plans provide for acceleration in connection with a change in control or a termination of employment, other than as noted below or in connection with death or disability.

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

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

Except in a change in control situation, measurement of the market capitalization milestones will be based on both (i) a six calendar month trailing average of Tesla's stock price as well as (ii) a 30 calendar day trailing average of Tesla's stock price, in each case based on trading days only.