Sentences with phrase «include change of control»

The terms also include change of control clauses where the notes holders have the option to convert into ordinary shares.

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.

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.

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.

Google will also make its advertiser controls easier to use, including changing some of the default settings to be more stringent on brand safety.

The lawsuit alleged that Haber threatened Coscarelli after she refused to change the terms of their partnership, specifically amendments to ownership and her control over future By Chloe restaurants, including the commissary spaces where ingredients came from.

ORIGINAL REQUEST: Account / wallet / vault registration records for each account / wallet / vault owned or controlled by the user during the period stated above including, but not limited to, complete user profile, history of changes to user profile from account inception, complete user preferences, complete user security settings and history (including confirmed devices and account activity), complete user payment methods, and any other information related to the funding sources for the account / wallet / vault, regardless of date.

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).»

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.

What's curious is that since March 17, 2018 — when the Guardian and New York Times published fresh revelations about the Cambridge Analytica scandal, estimating that around 50M Facebook users could have been affected — Facebook has released a steady stream of statements and updates, including committing to a raft of changes to tighten app permissions and privacy controls on its platform.

Under the 2017 Plan, a change in control is defined to include (1) the acquisition by any person or company of more than 50 % of the combined voting power of our then outstanding stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50 % of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) a sale, lease, exclusive license, or other disposition of all or substantially all of our assets other than to an entity more than 50 % of the combined voting power of which is owned by our stockholders, and (4) an unapproved change in the majority of the board of directors.

Factors that could cause actual results to differ materially from those expressed or implied in any forward - looking statements include, but are not limited to: changes in consumer discretionary spending; our eCommerce platform not producing the anticipated benefits within the expected time - frame or at all; the streamlining of the Company's vendor base and execution of the Company's new merchandising strategy not producing the anticipated benefits within the expected time - frame or at all; the amount that we invest in strategic transactions and the timing and success of those investments; the integration of strategic acquisitions being more difficult, time - consuming, or costly than expected; inventory turn; changes in the competitive market and competition amongst retailers; changes in consumer demand or shopping patterns and our ability to identify new trends and have the right trending products in our stores and on our website; changes in existing tax, labor and other laws and regulations, including those changing tax rates and imposing new taxes and surcharges; limitations on the availability of attractive retail store sites; omni - channel growth; unauthorized disclosure of sensitive or confidential customer information; risks relating to our private brand offerings and new retail concepts; disruptions with our eCommerce platform, including issues caused by high volumes of users or transactions, or our information systems; factors affecting our vendors, including supply chain and currency risks; talent needs and the loss of Edward W. Stack, our Chairman and Chief Executive Officer; developments with sports leagues, professional athletes or sports superstars; weather - related disruptions and seasonality of our business; and risks associated with being a controlled company.

Money manager United Income analyzed data from sources, including the Federal Reserve Board, the U.S. Bureau of Labor Statistics, the Census Bureau, the Internal Revenue Service, and the Centers for Disease Control, to examine the changing the lives of American retirees.

These risks and uncertainties include food safety and food - borne illness concerns; litigation; unfavorable publicity; federal, state and local regulation of our business including health care reform, labor and insurance costs; technology failures; failure to execute a business continuity plan following a disaster; health concerns including virus outbreaks; the intensely competitive nature of the restaurant industry; factors impacting our ability to drive sales growth; the impact of indebtedness we incurred in the RARE acquisition; our plans to expand our newer brands like Bahama Breeze and Seasons 52; our ability to successfully integrate Eddie V's restaurant operations; a lack of suitable new restaurant locations; higher - than - anticipated costs to open, close or remodel restaurants; increased advertising and marketing costs; a failure to develop and recruit effective leaders; the price and availability of key food products and utilities; shortages or interruptions in the delivery of food and other products; volatility in the market value of derivatives; general macroeconomic factors, including unemployment and interest rates; disruptions in the financial markets; risk of doing business with franchisees and vendors in foreign markets; failure to protect our service marks or other intellectual property; a possible impairment in the carrying value of our goodwill or other intangible assets; a failure of our internal controls over financial reporting or changes in accounting standards; and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

The company has also included this information because changes in operating assets and liabilities relate to the timing of cash receipts and disbursements which the company may not control and may not relate to the period in which the operating activities occurred.

«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.»

There are also some evidence - based policies that could help outside the realm of gun control, including more stringent regulations and taxes on alcohol, changes in policing, and behavioral intervention programs.

It's difficult to separate these changes from long - term trends (especially since gun homicides have generally been on the decline for decades now), but a review of the evidence by RAND linked milder gun control measures, including background checks, to reduced injuries and deaths — and that means these measures likely saved lives.

These factors — many of which are beyond our control and the effects of which can be difficult to predict — include: credit, market, liquidity and funding, insurance, operational, regulatory compliance, strategic, reputation, legal and regulatory environment, competitive and systemic risks and other risks discussed in the risk sections of our 2017 Annual Report; including global uncertainty and volatility, elevated Canadian housing prices and household indebtedness, information technology and cyber risk, regulatory change, technological innovation and new entrants, global environmental policy and climate change, changes in consumer behavior, the end of quantitative easing, the business and economic conditions in the geographic regions in which we operate, the effects of changes in government fiscal, monetary and other policies, tax risk and transparency and environmental and social risk.

Discretionary managers in the UK are advisors to whom you hand over complete control of your investment portfolio including key asset allocation decisions versus a financial advisor who must consult with you about significant changes and fund switches.

The project wants to build an open and progressive cryptocurrency with a system of community - based governance integrated into its blockchain, including a hybrid consensus system to ensure that no group can control the flow of transactions or make changes to the currency without the input of the community.

It should be a spring board for change, deep relection, and ultimately growth if we are willing to look seriously at what went wrong including acknowledging that some things are out of our hands... beyond our control and then move on... because that moment in time just isn't worth the energy over the years to keep it alive in our heart, souls and mind.

Conclusion: Women and men need to change to a safer form of birth control to include abstinence and / or ma - sturbation.

One of the main features of the DPXB / 40B - F is the on - the - touch tool change: on request, two different molds can be installed in parallel (including suitable formats) and can be switched «on - the - touch» via the intelligent PLC control.

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.

National strategies have been implemented to accelerate research and its application in areas including biological control, crop rotations and polycultures.This has resulted in major changes in some of the goals of Cuban plant breeding and a search for more appropriate methods of participatory plant breeding.

The Linked Sites are not under the control of Wyoming Whiskey and Wyoming Whiskey is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site.

A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward - looking statements, including but not limited to, (1) our ability to open new restaurants and food and beverage locations in current and additional markets, grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain our key employees; (2) factors beyond our control that affect the number and timing of new restaurant openings, including weather conditions and factors under the control of landlords, contractors and regulatory and / or licensing authorities; (3) changes in applicable laws or regulations; (4) the possibility that the Company may be adversely affected by other economic, business, and / or competitive factors; and (5) other risks and uncertainties indicated from time to time in our filings with the SEC, including our Annual Report on Form 10 - K filed on March 30, 2016 and our Quarterly Report on Form 10 - Q filed on August 15, 2016.

The Linked Sites are not under the control of Challenge Success and Challenge Success is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site.

A majority of the more than 1,385 high school students, 3,600 parents and 520 teachers of all grade levels who returned a questionnaire after this change was piloted in Palo Alto said, «If I controlled the school calendar, I would want first - semester finals to occur before winter break»; this included more than 85 percent of the high school students, according to Challenge Success.

Nonetheless, other explanations for swollen or sore breasts can include hormonal changes or imbalances, your birth control or the arrival of your period.

Other difficulties when conducting or evaluating research in this area include ensuring the equivalency of the control and experimental groups in randomized controlled trials (RCTs), 10 controlling for participant attrition (which may affect the validity of findings by reducing group equivalence) and missed visits (which may affect validity by reducing program intensity), 11 documenting that the program was fully and accurately implemented, and determining whether the program's theory of change logically connects program activities with intended outcomes.

Additionally, BabyCenter is currently participating in a number of maternal health projects around the globe including text4baby in the United States, collaboration with the Grameen Foundation in rural Ghana, and a new mobile program in India in an effort to reach underserved women and empower them to take control over their own health by implementing positive behavior changes.

The change required 18 months of vetting through all departments, including Directors of Maternal / Fetal Health, Physician Champions, Heads of Pediatrics, Obstetrics, Nurse Managers, NICU Nurses, Infection Control, Quality Control, Pharmacy and even dietary.

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.

But the governor's plan would effectively give him ownership of the state's massive public school system, and would be among the most ambitious changes he's pursued in his governorship, a tenure that so far has included legalizing same - sex marriage, strengthening gun control, creating a statewide property - tax cap and reforming the state pension system.

The visitor to the institution who identified series of challenges confronting the nation including «infant mortality, extreme poverty, insecurity, climate change, the rabid activities of terrorists, described these problems as monsters which can not be allowed to prowl the street without being controlled.

In part one of this two part video interview The Mayhew Animal Home share their views on the dog control legislation including the background behind the legislation and why it needs to change.

De Blasio took a victory lap this week after winning important changes to zoning laws, but whether affordable housing will boom in the city may depend on factors beyond his control — including the actions of Cuomo.

The new coalition points to a number of potential changes to the constitution that they would like to see, including the creation of a public financing system for campaigns, election reforms like same - day registration, court reforms to make it easier to navigate the judicial system and the ability for local municipalities to exercise greater control over issues they traditionally need state authority to manage.

Thousands of chanting students, including survivors of the Florida school shooting, rallied at the state Capitol on Wednesday, demanding changes to gun laws and threatening to remove Republicans who refuse to address new gun - control measures.

Pre-Campaign Community Service / Activism: Worked extensively with Family of Woodstock, Rip Van Winkle Council of Boy Scouts of America, establishing Ulster County Habitat for Humanity, Ralph Darmstadt Homeless Shelter, Ulster County Board of Health and Ulster County Human Rights Commission, Caring Hands Soup Kitchen Board Member, Midtown Rising Board Member, Teacher at Woodbourne Prison, part of Rising Hope Program Platform At a Glance Economy: Supports farming subsidies, job creation through infrastructure investments in rural broadband and sustainable technology, in favor of strong unions Healthcare: Medicare for All Women's Rights: Pro-choice, supports fully funding Planned Parenthood, birth control to be paid for employer, supports equal pay for equal work Racial Justice: Will work to prevent discrimination of all kind Immigration: Supports comprehensive immigration reform that includes path to citizenship for undocumented immigrants Foreign Policy: Supports increased pressure on North Korea but not military intervention Environment: Supports measures to stall climate change and create green jobs LGBTQ: Supports anti-discrimination of all people Gun Control: Will not take NRA money, supports common sense gun control and against Faso's vote to allow the mentally disabled to obtain fcontrol to be paid for employer, supports equal pay for equal work Racial Justice: Will work to prevent discrimination of all kind Immigration: Supports comprehensive immigration reform that includes path to citizenship for undocumented immigrants Foreign Policy: Supports increased pressure on North Korea but not military intervention Environment: Supports measures to stall climate change and create green jobs LGBTQ: Supports anti-discrimination of all people Gun Control: Will not take NRA money, supports common sense gun control and against Faso's vote to allow the mentally disabled to obtain fControl: Will not take NRA money, supports common sense gun control and against Faso's vote to allow the mentally disabled to obtain fcontrol and against Faso's vote to allow the mentally disabled to obtain firearms

Narrow changes in Hartlepool, including a gain for the UK Independence party, have cost Labour control of another council.

New York Mayor Bill de Blasio took a victory lap this week after winning important changes to zoning laws, but whether affordable housing will boom in the city may depend on factors beyond his control, including the actions of Gov. Andrew Cuomo.

He also put forward a bold manifesto for change, including stringent rent controls to protect the poor against money - grubbing landlords and called for an industrial strategy which would embrace the public ownership of the railways and the Royal Mail.

Mr. Cuomo's office simultaneously credited the governor with establishing stronger tenant protections in 2011, including a new unit that allowed 40,000 deregulated units to re-enter rent control — but also suggested it was outside the governor's power to unilaterally change the state laws without the support of the State Senate and Assembly.

Some of his positions will make legislators — including Assembly Speaker Sheldon Silver — bristle, and they present a challenge for the Democratic Party: How will it unify around a message of wholesale change when its standard - bearer is attacking a government it controls?

In a direct confrontation with a Legislature controlled by his own party, Mr. Cuomo, a Democrat, said he would pressure lawmakers this fall to state publicly whether they would embrace essential ethics changes, including disclosing their outside income, ceding control of redistricting to an independent panel and submitting to an outside ethics monitor.»

Cuomo seemed to have shifted left in 2013, when he included a high - volume plea for gun control after the shootings at Sandy Hook Elementary School in Connecticut and proposed a 10 - point Women's Equality Agenda that stirred two years of controversy — and electoral sniping last year — because of proposed changes to the abortion statute.