Sentences with phrase «including shareholder transaction»

Running a mutual fund involves costs, including shareholder transaction costs, investment advisory fees, and marketing and distribution expenses.

Not exact matches

The transaction is subject to customary closing conditions, including receipt of certain regulatory approvals and receipt of a majority of Popeyes shares on a fully diluted basis in a tender offer to Popeyes» shareholders.

Further information regarding the transaction will be included in the management proxy circular expected to be mailed to Shoppers Drug Mart shareholders in August.

For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that Kraft shareholders may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Kraft's common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost - cutting synergies or it may take longer than expected to achieve those synergies, and other factors.

He advises clients in a broad range of corporate and commercial matters, including debt and equity financings, private equity and venture capital transactions, mergers and acquisitions, corporate governance, shareholder arrangements, corporate reorganizations and public markets matters.

Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers; the impact of modifications to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions, including with respect to the Merger; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions and / or guaranty fund assessments; uncertainties surrounding participation in government - sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration of the businesses of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion of management's attention from ongoing business operations and opportunities during the pendency of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability of financing, including relating to the proposed Merger; effects on the businesses as a result of uncertainty surrounding the proposed Merger; as well as more specific risks and uncertainties discussed in our most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.cigna.com as well as on Express Scripts» most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.express-scripts.com.

As a result of this transaction, shareholders are expected to benefit from a number of outcomes, including enhanced competitive positioning; low - to mid-single digit accretion in the second full year after the close of the transaction, including the ability to deliver $ 750 million in near - term synergies; and a platform from which to accelerate growth.

«These transactions together represent a tremendous opportunity for Activision Blizzard and all its shareholders, including Vivendi,» Activision chief executive Bobby Kotick said in a statement.

The transaction is not subject to a financing condition and is expected to close during the first quarter of 2018, subject to the approval of BWW shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

Actual results may vary materially from those expressed or implied by forward - looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the HSR Act, (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied, (e) all or part of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination of the Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee of $ 74 million, or (c) the circumstances of the termination, including the possible imposition of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.

Through this portal, issuers will have access to information on Glass Lewis» approach to analyzing proxy issues, including director elections, compensation, financial transactions and shareholder proposals on environmental, social and governance matters, among others.

HFRI Event Driven Index maintains positions in companies currently or prospectively involved in corporate transactions of a wide variety including, but not limited to, mergers, restructurings, financial distress, tender offers, shareholder buybacks, debt exchanges, security issuance, or other capital structure adjustments.

The firm represents clients in a wide variety of litigation and appellate matters, including matters involving real property, real estate finance, construction, development disputes and transactions, intellectual property disputes, business disputes, personal injury, fraud, shareholder disputes, and adversarial actions in bankruptcy court.

The transaction is not subject to a financing condition and is expected to close in the second calendar quarter of 2018, subject to the approval of Dr Pepper Snapple shareholders and the satisfaction of customary closing conditions, including receipt of regulatory approvals, it says.

The transaction is not subject to a financing condition and is expected to close in the second calendar quarter of 2018, subject to the approval of Dr Pepper Snapple shareholders and the satisfaction of customary closing conditions, including receipt of regulatory approvals.

The completion of the WAG Transaction is subject to certain closing conditions set forth in the WAG Agreement, including the approval of the WAG Transaction at a special meeting of Nyer's shareholders which is expected to be held on or about December 15, 2009 (the «Special Meeting»).

the fact that we had vigorously and comprehensively explored strategic alternatives, including undertaking extensive efforts, with the assistance of a financial advisor, over a six - month period to identify a financial or strategic buyer interested in a business combination that would provide value to shareholders in excess of the estimated liquidation value, or a strategic transaction that would mitigate risks from our continuing operations to develop our cortical stimulation technology, and that no strategic or financial partner had expressed interest in pursuing such transactions;

For example, this could include a possible timeline, how AVGR shareholders might be rewarded and / or participate in a transaction / merger, and / or some idea of the benefits & scale resulting from (say) a merger.

Under the terms of the Advisory Agreement, each Fund is responsible for the payment of the following expenses among others: (a) the fees payable to the Adviser, (b) the fees and expenses of Trustees who are not affiliated persons of the Adviser or Distributor (as defined under the section entitled («The Distributor»)(c) the fees and certain expenses of the Custodian (as defined under the section entitled «Custodian») and Transfer and Dividend Disbursing Agent (as defined under the section entitled «Transfer Agent»), including the cost of maintaining certain required records of the Fund and of pricing the Fund's shares, (d) the charges and expenses of legal counsel and independent accountants for the Fund, (e) brokerage commissions and any issue or transfer taxes chargeable to the Fund in connection with its securities transactions, (f) all taxes and corporate fees payable by the Fund to governmental agencies, (g) the fees of any trade association of which the Fund may be a member, (h) the cost of fidelity and liability insurance, (i) the fees and expenses involved in registering and maintaining registration of the Fund and of shares with the SEC, qualifying its shares under state securities laws, including the preparation and printing of the Fund's registration statements and prospectuses for such purposes, (j) all expenses of shareholders and Trustees» meetings (including travel expenses of trustees and officers of the Trust who are not directors,

The management fee and fund services charges are ordinarily included in the expense ratio; front - end and back - end loads, securities transaction fees and shareholder transaction fees are normally excluded.

Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Funds invest; counterparties with which the Funds engage in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers for a Fund's shareholders); and other parties.

The services to be provided by Recipients may include, but are not limited to, the following: assistance in the offering and sale of Fund shares and in other aspects of the marketing of the shares to clients or prospective clients of the respective recipients; answering routine inquiries concerning the Funds; assisting in the establishment and maintenance of accounts or sub-accounts in the Funds and in processing purchase and redemption transactions; making the Funds» investment plan and shareholder services available; and providing such other information and services to investors in shares of the Funds as the Distributor or the Trust, on behalf of the Funds, may reasonably request.

Incorporated («Morgan Stanley») as its advisor to assist the Company in exploring strategic alternatives available to the Company for enhancing shareholder value, including but not limited to, continued execution of the Company's business plan, the payment of a cash dividend to the Company's shareholders, a repurchase by the Company of shares of its capital stock, the sale or spin off of Company assets, partnering or other collaboration agreements, a merger, sale or liquidation of, or acquisition by, the Company or other strategic transaction.

The fund distributes to shareholders at least annually any net capital gains which have been recognized for federal income tax purposes, including unrealized gains at the end of the fund's fiscal year on futures or options transactions.

Starwood is currently mum, with Marriott handling the news — and that news is limited to details surrounding the transaction itself, which includes handing over $ 12.2 billion in cash and stock to Starwood's current shareholders.

«The transaction was complicated with an unusual share capital structure and a large number of shareholders, including institutional, employee, and Government shareholders.

This transaction is subject to the satisfaction of a number of closing conditions, including, among others, the approval of the merger by the shareholders of Tele2 and Com Hem, respectively, the effectiveness of a registration statement on Form F - 4 to be filed by Tele2 with the US Securities and Exchange Commission to register the shares to be issued in the merger, and the receipt of the requisite regulatory approvals.

As well recognized Toronto business lawyers provide legal services for all matters in Business Law, Shareholder Disputes, Partnerships, Litigation, Corporate Law, legal and strategic expertise including mergers and acquisitions, public and private company reorganizations, major transactions, corporate governance, directors» & officers» duties & liabilities, disclosure and business structuring.

Substantial experience in structuring, drafting, negotiating and reviewing commercial contracts and agreements, including, but not limited to: Merger Agreements, Stock Purchase Agreements, Membership Interest Purchase Agreements, Asset Purchase Agreements, Loan Agreements / Credit Facilities, Employment Agreements, Transition Services Agreements, Supply Agreements, Management Agreements, Non-Compete Agreements / Convenants Not to Compete, Non-Disclosure Agreements / Confidentiality Agreements, Buy - Sell Agreements / Shareholder Agreements, Partnership Agreements, Articles / Certificates of Organization, Operating Agreements / Limited Liability Company Agreements, Articles / Certificates of Incorporation, Bylaws, «No - Raid» Agreements, Promissory Notes, Lease Agreements, Letters of Intent, Term Sheets, Warrants, Stock Option Plans and Grant Agreements, Phantom Stock Plans, and similar contracts and agreements for commercial transactions and business arrangements.

Linklaters is a top - 5 London law firm, offers «Blue Flag,» a Web - based service that consists of related advisory services including, for example, regulatory compliance advice for business managers in financial institutions, advice for derivatives professionals on making sure transactions are binding, summaries of shareholder disclosure rules by country with links to detailed information, and interpretive materials on the regulations governing fund managers.

We also have significant experience assisting insurers with systemic and «one - off» insurance fraud, and protecting victims of business fraud, especially in the formation, sale, and purchase of businesses, including shareholders disputes and in real estate transactions.

His cases have included contested winding - up proceedings / shareholder disputes / protection; worldwide freezing and disclosure orders in respect of large scale fraud; company law, property and contractual disputes; trust disputes; breach of directors» duties / breach of fiduciary duties / recovery of assets; advising on Cayman Islands «STAR» trusts / transactions to defraud creditors.

He also provides a broad array of legal services under the «corporate» banner, including everything from the formation and periodic maintenance of closely held businesses to sophisticated merger and acquisition activity for publicly traded companies and other related transactions (e.g., shareholder agreements, employment contracts, and office and equipment leases).

She has represented clients with business transactions including preparing and analyzing shareholder agreements, operating agreements, partnership agreements, employment agreements, non-disclosure agreements, and other corporate documents.

As a result of the transaction which has received both shareholder and court approval, senior secured creditors (including entities managed by Carlyle and affiliates of Värde Partners) hold 96 % of the shares in the new Bis holding vehicle, a Cayman exempted company.

We can help effectively resolve a wide range of business transaction disputes, including those involving shareholder / partnership disputes and disputes over real estate, among other matters.

Company, commercial, equity and financial (including civil fraud) disputes, including: business disputes; company and share acquisitions and valuations; shareholder disputes; disputes with and between directors; rights and disputes over corporate assets and opportunities; fiduciary obligations; charges and other security interests; financial transactions; securitisation arrangements; disputed asset disposals; civil and criminal asset recovery claims; general commercial, banking and finance contracts; commercial agency; evidence gathering for claims overseas; joint ventures; and partnerships.

• William G. Abbatt, shareholder and registered patent attorney, has an active IP practice that includes counseling, patent preparation, prosecution, enforcement, transactions and licensing.

Don has extensive experience in corporate and commercial transactions, commercial lending, real estate development and financing, commercial litigation including shareholder disputes, and insolvency and restructuring.

Lamb's recent client successes include securing a dismissal on behalf of the board of a publicly traded company of three shareholder derivative and class action complaints in Ohio and Texas challenging the fairness of a $ 2.5 billion merger transaction and prevailing in an arbitration involving a dispute over the proper accounting treatment of certain items in connection with another client's purchase of a business.

Our firm counsels more mature businesses and individuals on a range of issues including tax and estate planning, shareholder arrangements and corporate transactions.

After finding out about the third - party College Square transaction, six of the eight selling shareholders commenced a lawsuit against a multitude of parties connected to the Leikin Group, including the three non-selling shareholders and various professional advisors to the three non-selling shareholders.

Drafted, prepared and reviewed contractual agreements for clients across a wide range of commercial transactions, including lease agreements, agency agreements, supply agreements, licensing agreements, consultancy agreement, services agreements, subcontracting agreements, employment agreements, memorandums of understanding, purchase agreements and shareholders agreements;

The transaction is subject to customary closing conditions, including approval by the shareholders of iKang and is expected to close in the third quarter of 2018.

Robert Martin and Emma O'Donnell both focus on corporate and commercial law and they have the experience necessary to take care of all your corporate legal needs, including incorporations, shareholder and partnership agreements, contracts, and business transactions.

And we have acted in a wide spectrum of cases, including private and court - supervised debt workouts and restructurings, receiverships, bankruptcies, winding - ups, secured transaction and priority disputes, directors» and officers» liability, lender liability and shareholder disputes.

Legal services provided by us include determining the appropriate business entity, jurisdiction and taxation status, structuring and formation of new entities, foreign investments, foreign collaborations, joint ventures, and technology absorption, setting up of branch offices, liaison offices or project offices, tax planning, developing and documenting shareholder agreements, creating executive employment agreements that attract and retain key leadership, identifying and securing intellectual property via trademarks, patents and copyright protection, creating business financing strategies, advising clients for ongoing business needs and transactions, distributorships, sales agreements, stockholders» buy - sell agreements, franchise agreements, intellectual property and license agreements, outsourcing agreements, licensing agreements and technology transfers, including hardware, software and other services and products, trade practices, advertising and promotions.

Our practice areas and expertise covers the whole range of commercial disputes, including insurance, contracts, employment, shareholder and corporate disputes, professional negligence, financial transactions, and sports, including regulatory issues.

In addition to experience in a variety of commercial transactions and disputes including corporate, shareholder and regulatory matters, Kate has extensive experience in dealing with a broad range of contentious and non-contentious employment issues acting for both employers and employees.

Sandra's recent experience includes: Advising on claims arising from sales transactions in an insolvency, including the possible avoidance of antecedent transactions under the IA1986 Acting on misfeasance claims Providing strategic advice on partnership and minority shareholder disputes in order to seek to manage the business disputes effectively and expeditiously in the interests of preserving any potential on - going, underlying business and goodwill