Sentences with phrase «other planned mergers»

Not exact matches

the Company's share repurchase plans depend on a variety of factors, including the Company's financial position, earnings, share price, catastrophe losses, maintaining capital levels commensurate with the Company's desired ratings from independent rating agencies, funding of the Company's qualified pension plan, capital requirements of the Company's operating subsidiaries, legal requirements, regulatory constraints, other investment opportunities (including mergers and acquisitions and related financings), market conditions and other factors.

It forced AT&T to scrap a plan to buy T - Mobile USA in 2011 and last year successfully battled in court to stop two insurance industry mergers, among others.

In defending its merger plan, Comcast is saying its real competition is no longer other cable companies, but rather so - called over-the-top Internet service providers such as Netflix, which is the same rationale Bell used in Canada with its acquisition of broadcaster Astral last year.

Perth - based Emeco Holdings has gone into a trading halt ahead of announcing fresh merger plans, with Queensland - based Orionstone and Victoria - based Andy's Earthmovers earmarked as the other players.

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.

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Alphabet or any other corporation.

Forward - looking statements may include, among others, statements concerning our projected adjusted income (loss) from operations outlook for 2018, on both a consolidated and segment basis; projected total revenue growth and global medical customer growth, each over year end 2017; projected growth beyond 2018; projected medical care and operating expense ratios and medical cost trends; our projected consolidated adjusted tax rate; future financial or operating performance, including our ability to deliver personalized and innovative solutions for our customers and clients; future growth, business strategy, strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years; the proposed merger (the «Merger») with Express Scripts Holding Company («Express Scripts») and other statements regarding Cigna's future beliefs, expectations, plans, intentions, financial condition or performerger (the «Merger») with Express Scripts Holding Company («Express Scripts») and other statements regarding Cigna's future beliefs, expectations, plans, intentions, financial condition or perforMerger») with Express Scripts Holding Company («Express Scripts») and other statements regarding Cigna's future beliefs, expectations, plans, intentions, financial condition or performance.

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.

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.

Adjusted EBITDA is defined as net income / (loss) from continuing operations before interest expense, other expense / (income), net, provision for / (benefit from) income taxes; in addition to these adjustments, the Company excludes, when they occur, the impacts of depreciation and amortization (excluding integration and restructuring expenses)(including amortization of postretirement benefit plans prior service credits), integration and restructuring expenses, merger costs, unrealized losses / (gains) on commodity hedges, impairment losses, losses / (gains) on the sale of a business, nonmonetary currency devaluation (e.g., remeasurement gains and losses), and equity award compensation expense (excluding integration and restructuring expenses).

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.

The resolution would alter or eliminate roughly a half - dozen of Cuomo's other proposed changes to the state's tax code, eliminating a proposed renters» tax credit and modifying a plan to merge bank and corporate franchises taxes to ensure the merger wouldn't cost state taxpayers any money.

McLean - Beathley and others urged Gov. Andrew Cuomo to reconsider the OMH merger plan, «for the sake of the children,» as no jobs would be lost.

The younger Walsh said he never supported Consensus's proposal for the city - county government merger, but he said he would still listen to other plans.

Hallinan is planning continued radio observations over the next year or two, because this radio emission — which will be around long after all of the other wavelengths have faded — is the most important diagnostic of the energetics and environment of the explosion, and may reveal how much energy was in the explosion, how much mass was ejected, if a jet actually appeared, and if the merger produced conditions that will influence future star formation, among other questions.

The tender offer is conditioned upon, among other things, (i) the BVF Nominees being elected to Avigen's board of directors at a special meeting of stockholders called for that purpose, or otherwise appointed, and constituting a majority of directors on Avigen's board, (ii) the Avigen board redeeming the poison pill rights issued and outstanding under Avigen's Poison Pill Rights Plan, or the Purchaser being satisfied in its reasonable discretion that the Poison Pill Rights are otherwise inapplicable to this tender offer, the Purchaser or any affiliate or associate of the Purchaser and (iii) Avigen not having authorized, recommended, proposed, announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, alternative strategy or relinquishment of any material contract or other right of Avigen or any comparable event or capital depleting transaction not in the ordinary course of business.

On June 26, 2007, the Company amended an Agreement and Plan of Merger between affiliates of the Company and Fiberxon, Inc. that was initially entered into on January 26, 2007 (the «Merger Agreement») to, among other things, remove as a condition precedent for the consummation of the merger that Fiberxon, Inc. deliver to MRVC its audited consolidated financial statements prior to the closing of the transaMerger between affiliates of the Company and Fiberxon, Inc. that was initially entered into on January 26, 2007 (the «Merger Agreement») to, among other things, remove as a condition precedent for the consummation of the merger that Fiberxon, Inc. deliver to MRVC its audited consolidated financial statements prior to the closing of the transaMerger Agreement») to, among other things, remove as a condition precedent for the consummation of the merger that Fiberxon, Inc. deliver to MRVC its audited consolidated financial statements prior to the closing of the transamerger that Fiberxon, Inc. deliver to MRVC its audited consolidated financial statements prior to the closing of the transaction.

So, our old 401k has been sitting in limbo more than 2 months now and I'd like to roll it out into an IRA / Roth IRA, but the paperwork to the 401K plan administrator documenting that we are no longer employees is caught up in the firestorm of other merger concerns and keeps getting delayed.

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 Board made this decision after completing an exhaustive evaluation of various strategic alternatives available to the Company for enhancing stockholder value, including but not limited to, continued execution of the Company's business plan, the payment of a cash dividend to the Company's stockholders, 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.

He advises clients on federal and state tax issues, including business formations, equity compensation, mergers and acquisitions, debt and equity offerings, tax accounting, and other tax planning matters.

Other names for this document: Agreement and Plan of Merger, Merger Agreement Form, Definitive Merger Agreement

Taft's attorneys have substantial experience in cases asserting pension plan design allegations, cash balance pension plan design claims, including claims of whipsaw, wearaway and anti-cutback, retiree insurance claims, fiduciary duty claims, issues peculiar to pension plan mergers, other claims relating to employee welfare benefit plans, issues concerning summary plan descriptions and also claims concerning the efficacy of ERISA 204 (h) notices.

These clients have relied on Mr. Birnbaum for guidance on a wide range of corporate matters, including mergers and acquisitions, collaboration agreements, technology and patent licensing, distribution, venture financing, stock option and other equity incentive plans, employment agreements and intellectual property law.

She also works with management teams and boards of directors to develop strategic plans and timing for critical decisions in all aspects of their businesses, including mergers and acquisitions; proxy contests; going - private transactions; reorganizations; debt, equity and rights offerings; and other securities and capital markets transactions.

Our services, leveraging the expertise of the firm's other practice groups, cover the planning and implementation of sales processes, the organisation and coordination of due diligence exercises, negotiations, preparation of contracts and other documentation, regulatory work, assistance with merger clearance procedures and post-acquisition integration work.

He specializes in strategic growth planning (at the firm - wide, practice, industry sector, and office levels), law firm mergers and other combinations (particularly as a vehicle to accelerate the achievement of a firm's strategic plan), and client service interviews (to identify, develop, and strengthen key client relationships).

Work - related reasons for you or your traveling companion such as requirement to work during planned vacation, transfer to other city, merger / acquisition, or interruption of company operations due to disaster or bankruptcy.

Ability to advise clients on tax planning and other tax - related issues associated with business acquisitions and mergers.

• Managed talent acquisition programs for multi-billion dollar companies across the United States • Clients included Yahoo!, Microsoft, Tumbleweed Communications, BEA, & Aderactive • Responsible for designing and implementing comprehensive recruitment and training programs • Trained and led staffing team consisting of recruiters, sourcers, coordinators, and schedulers • Offered guidance in recruitment, interview, negotiation, and training best practices • Developed execution plans offering metrics, hiring goals, and improvement strategies • Evaluated company staffing model, identified needs, and recommended remedial measures • Interacted with company CEO's, Presidents, and other members of senior leadership • Partnered with HR, Development, and other company departments to best meet company goals • Significantly cut personnel costs and turnover rate through recruitment of career employees • Recruited, interviewed, screened, and filled positions from entry level to senior leadership • Negotiated and finalized compensation packages and job descriptions • Managed complex personnel issues during company acquisitions and mergers • Responsible for ensuring that recruitment procedures empowered underrepresented groups • Authored reports detailing cost per hire, turnover ratios, and retention statistics • Utilized online and in - person recruitment tools and methods to attract best possible candidates • Developed working knowledge of varied professional fields to best fill positions • Built strong, long - term relationships with industry leaders across multiple professions • Cultivated sourcing pool for technology, sales, marketing, and other professional skill sets • Maintain strong ties to leading colleges and universities for recruitment purposes • Performed all duties in professional, efficient, and effective manner

They've planned several field hearings and other tests as well as numerous fine tunings of their proposed forms and other issues associated with the merger of the rules and this will go on into the fall.