Sentences with phrase «of an acquisition agreement»

There is no cash, share consideration or work commitments due by Mustang under the terms of the acquisition agreement.

M&A Clause Analytics uses a combination of artificial intelligence and subject - matter expertise to provide a market standard for a range of acquisition agreements, clauses and related documents.

For buyers, we provide thorough and efficient business - oriented due diligence, focused on identifying «deal - killers» to confirm value and minimize post-closing surprises, and assist with the negotiation of acquisition agreements that are consistent with our client's objectives.

A survival period is the expiration period that is dedicated to indemnification of claims which are created under the warranties and representations of an acquisition agreement.

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.

The agreement still faces stiff regulatory scrutiny from the Trump administration, which has thrown up resistance to at least one other megadeal — ATT's proposed acquisition of Time Warner.

Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction and in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact of weather conditions and natural disasters and the financial condition of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services; (3) the scope, nature, impact or timing of acquisition and divestiture or restructuring activity, including the pending acquisition of Rockwell Collins, including among other things integration of acquired businesses into United Technologies» existing businesses and realization of synergies and opportunities for growth and innovation; (4) future timing and levels of indebtedness, including indebtedness expected to be incurred by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope of future repurchases of United Technologies» common stock, which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash, including in connection with the proposed acquisition of Rockwell; (7) delays and disruption in delivery of materials and services from suppliers; (8) company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits of organizational changes; (11) the anticipated benefits of diversification and balance of operations across product lines, regions and industries; (12) the outcome of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact of the negotiation of collective bargaining agreements and labor disputes; (15) the effect of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the effect of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger) and to satisfy the other conditions to the closing of the pending acquisition on a timely basis or at all; (18) the occurrence of events that may give rise to a right of one or both of United Technologies or Rockwell Collins to terminate the merger agreement, including in circumstances that might require Rockwell Collins to pay a termination fee of $ 695 million to United Technologies or $ 50 million of expense reimbursement; (19) negative effects of the announcement or the completion of the merger on the market price of United Technologies» and / or Rockwell Collins» common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation of their businesses while the merger agreement is in effect; (21) risks relating to the value of the United Technologies» shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability of United Technologies and Rockwell Collins, or the combined company, to retain and hire key personnel.

On April 25th, 2018, Globalstar announced that it has signed a merger agreement with Thermo Acquisitions, Inc., pursuant to which the following assets will be combined with the former: metro fiber provider FiberLight, LLC; 15.5 million shares of common stock of CenturyLink, Inc.; $ 100 million of cash and minority investments in complementary businesses and assets of $ 25 million in exchange for Globalstar's common stock valued at approximately $ 1.65 billion, subject to adjustments.

Comcast on Friday called off its proposed $ 45 billion acquisition of Time Warner Cable and its prior agreement with Charter Communications.

Adjusted Net Income is defined as net income excluding (i) franchise agreement amortization, which is a non-cash expense arising as a result of acquisition accounting that may hinder the comparability of our operating results to our industry peers, (ii) amortization of deferred financing costs and debt issuance discount, a non-cash component of interest expense, and (gains) losses on early extinguishment of debt, which are non-cash charges that vary by the timing, terms and size of debt financing transactions, (iii)(income) loss from equity method investments, net of cash distributions received from equity method investments, (iv) other operating expenses (income), net, and (v) other specifically identified costs associated with non-recurring projects.

Representing one of its first major overseas acquisitions, the company's wholly - owned subsidiary, Woodside Energy (USA) Inc. reached agreement with the Marathon Oil Company — part of the USX - Marathon Group which is a unit of the USX Corporation in Pittsburgh — for the acquisition of interests in a number of deep water exploration acreage blocks in the Gulf.

KAGARA Zinc Limited is moving ahead swiftly to develop its mineral interests in North Queensland, with the acquisition of Perilya Ltd's entire interest and rights in the assets of the Mt Garnet and Walsh River joint ventures.Under the agreement, Ka...

As a result of the acquisition of ChoiceVendor, the Company recorded intangible assets of $ 5,153,000, which was comprised of $ 3,259,000 related to workforce in place, $ 1,470,000 related to developed technology, and $ 424,000 related to non-compete agreements, and net liabilities of $ 164,000.

As part of the settlement, Trulia agreed to drop the breach of contract lawsuit it filed against Move in February, after ListHub announced it had terminated its syndication agreement with Trulia in the wake of Trulia's acquisition by Zillow.

ListHub announced Thursday that it had terminated its syndication agreement with Trulia in the wake of its acquisition by Zillow and would stop sending listings to Trulia on Feb. 26.

The solar developer that pioneered the power purchase agreement was snatching up companies left and right, including the acquisition of First Wind which briefly made it the world's largest renewable energy developer.

Just before the Aetna deal was announced, Broussard's compensation agreement was modified to accelerate equity awards and remove restrictions on exercising some stock options if he leaves or is terminated within two years of any acquisition, a regulatory filing shows.

On December 28 TerraForm Global became the second of the two to finalize its acquisition by Canadian asset manager Brookfield, nine months after the initial merger agreement.

The «partnership with GGP» refers to Simon's «agreement in principle to sell selected Macerich assets to General Growth Properties, Inc. (NYSE: GGP) in connection with the closing of the acquisition,» and the questions raised there would seem to be antitrust ones:

After reaching an agreement with a buyer or seller for the acquisition or disposition of a business, we are subject to satisfaction of pre-closing conditions as well as to necessary regulatory and governmental approvals on acceptable terms, which, if not satisfied or obtained, may prevent us from completing the transaction.

Statements regarding future events are based on the parties» current expectations and are necessarily subject to associated risks related to, among other things, regulatory approval of the proposed acquisition or that other conditions to the closing of the deal may not be satisfied, the potential impact on the business of WhatsApp due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement, and general economic conditions.

The Commercial Capital Training Group allows business brokers to earn a six - figure income simply by helping to arrange the financing for sellers to purchase businesses, on top of the income for the core acquisition agreement.

Brazilian bank BTG Pactual advised companies on 52 deals valued at $ 31.9 billion, more than any other bank in Latin America, following its own acquisition of a 37.6 % stake in Banco PanAmericano in 2011 and an agreement signed in 2012 to take over leading Chilean brokerage Celfin Capital.

The AWEA U.S. Wind Industry First Quarter 2017 Market Report provides a snapshot view of U.S. wind industry activity and trends, including new wind capacity installed, wind projects under construction and in advanced development, along with new power purchase agreements signed and project acquisition activity.

Each exchange ratio computed would be set according to the acquirement that would be stipulated in the merger or acquisitions agreement at the time of the merger or acquisition of the two companies.

At early - stage rounds of financing, legal documents for an investment, contracts for a strategic business partnership, and merger or acquisition agreements contain representations and warranties with respect to intellectual property assets from the new business and often from founding entrepreneurs.

A gain on the sale of shopping center assets in Chile, a tax benefit related to its agreement to sell its Mexican Suburbia business, and dilution from the earlier - than - expected completion of its Jet.com acquisition had a minimal impact on the company's results.

«The acquisition is a natural extension of an existing partnership agreement between Takeda and TiGenix, which aims to bring new treatment options to patients with gastrointestinal disorders,» Takeda said.

In October of this year, EMC entered an agreement for acquisition by Dell Inc. for a total of approximately $ 67 billion in cash and stock.

In cases where the likelihood of an acquisition or Initial Public Offering aren't likely, we will not make equity investments and will instead explore debt financing as well as quasi-equity structures like royalty financing, revenue - share agreements, and when appropriate, factoring.

Ithaca Capital Partners, a real estate investment management company, is pleased to announce the execution of a binding agreement between a holding company (the «Buyer») and Caribbean Property Group (the «Seller»), for the acquisition (the «Transaction») of a portfolio of Hotel assets (the «Portfolio»).

Currently 80 per cent of new customers come to AMP via its employer super agreements, making it AMP's «most important acquisition channel», according to Mr Sainsbury.

AWEA releases U.S. Wind Industry Quarterly Market Reports each quarter to provide a snapshot view of U.S. wind industry activity and trends, including new wind capacity installed, wind projects under construction and in advanced development, along with newly signed power purchase agreements and project acquisition activity.

The AWEA U.S. Wind Industry Quarterly Market Reports provides a snapshot view of U.S. wind industry activity and trends, including new wind capacity installed, wind projects under construction and in advanced development, along with new power purchase agreements signed and project acquisition activity.

Funds of a U.K. - based private equity and venture capital firm on the technology and outsourcing agreements developed in connection with its acquisition of a majority stake in an insurance software business from an Irish global management consulting and professional services company.

Under the asset purchase agreement for the acquisition of the Node40 Business (the «APA»), HashChain has acquired the NODE40 Business for a purchase price comprised of US$ 8,000,000 in cash, payable as to US$ 4,000,000 at closing (subject to a closing adjustment provision), and US$ 2,000,000 on each of 180 days and one year following the closing date, and a total of 3,144,134 common shares in the capital of HashChain («Shares»), to be issued in the following amounts and on the following dates (each, an «Issue Date»): (i) 1,800,000 Shares on the closing date, (ii) 700,247 Shares on the date that is 180 days following the closing date; and (iii) 643,887 Shares on the one - year anniversary of the closing date, subject to NODE40s option to receive cash in lieu of up to 30 % of the shares issuable pursuant to (ii) and (iii) above to a maximum of $ 600,000 USD for (ii) and $ 600,000 USD for (iii) above.

Marfrig Global Foods, one of the world's largest animal protein producers, has reached an agreement for the acquisition of 51 per cent of the membership interests in National Beef Packing Company, LLC, the fourth - largest beef processor in the United States.

For 30 years, the Ramsay family of Maple Lake, Minn., has been manufacturing and distributing frozen pizza under a variety of brands: Bernatello's, the brand that built the company; Bellatoria, the company's ultra-thin premium pizza with high - end Hormel meats and grilled vegetables; Roma, its value line; Green Mill pizza, which it manufactures and distributes through a licensing agreement; and its most recent acquisition, the Orv's brand.

The divestiture is part of the agreement reached on March 31, 2017 with the US Department of Justice (DOJ) in connection with Danone's recently - closed acquisition of WhiteWave.

Samuel and King claimed every other section of the act prohibits a specific form of conduct if it is likely to substantially lessen competition, but that overlooks section 45, which prohibits any contract, arrangement or understanding, and section 50, which prohibits any acquisition of shares or assets, where the agreement or acquisition substantially lessens competition in a market.

Officials of DAT - Schaub and Shanghai Natural Casing Company sign the acquisition agreement.

Chairman Rod Sims said yesterday the competition regulator had not been able to reach agreement with Woolworths and Coles over a new process for vetting acquisitions of supermarkets, liquor and hardware stores.

For over 40 years, GVM has advised clients in all stages of the business cycle: formation, debt and equity financing, vineyard and winery acquisitions, grape purchase agreements, vineyard leases, distribution and brokerage agreements, sales and marketing agreements, mergers and acquisitions and troubled debt restructures.

SBEEG Holdings, LLC («sbe») and The ONE Group Hospitality, Inc. («The ONE Group»)(Nasdaq: STKS) have decided that it is in their mutual interests to terminate the agreements relating to the acquisition of sbe's Katsuya and Cleo brands.

In August 2015, Constellation Brands completed the acquisition of the Meiomi luxury wine brand, the number one pinot noir in dollar sales growth, followed by the acquisition of Ballast Point in December 2015, one of the fastest - growing craft beer companies in the U.S.. Most recently, Constellation announced its agreement to acquire The Prisoner Wine Company — home of super luxury wines The Prisoner, Saldo, Cuttings, Blindfold and Thorn.

Turin, 24 July 2017 - Juventus Football Club S.p.A. announces that the agreement with ACF Fiorentina S.p.A. for the definitive acquisition of the registration rights of the player Federico Bernardeschi has been finalized for a consideration of $ 40 million payable in three financial years.

Juventus Football Club S.p.A. announces that the agreement with FC Gelsenkirchen - Schalke 04 e.V for the temporary acquisition, until 30 June 2018, of the registration rights of the player Benedikt Höwedes has been finalized for a consideration of $ 3.5 million, to be paid within 15 September 2017.

Rarely do I hear of couples who are about to marry — other than the small percentage who actually enter into a prenuptial agreement — contemplate financial, wealth acquisition or parenting issues.

NIPCO Investments Limited and Exxon Mobil Oil Corporation executed a Share Sale and Purchase Agreement detailing the terms and conditions of the acquisition,» a publication on the Nigerian Stock Exchange website read.

Doug Ritchie, who led the acquisition and integration of the Mozambique coal assets in his previous role as Energy chief executive, has also stepped down by mutual agreement.