Sentences with phrase «potential change of control»

These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or to change our management and Board of Directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

The most important catalyst seems to be changes of control and / or potential changes of control.

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.

With a potential change in control of at least one chamber of Congress in 2018, a deal will be a lot easier now than it might be post-November.

For example, this concentration of ownership could delay or prevent a change in control or otherwise discourage a potential acquirer from attempting to obtain control of us, which in turn could cause the trading price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock.

The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company.

It was the promise of Blockchain that drew her in; creating a more open world, leveling the playing field, giving people more control and freedom over their information, assets, and livelihoods, and the opportunity to take part in something that has the potential to change the world.

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.

Recognizing the fluid and quick changing nature of potential legislation on gun control, the Executive Officers of NYSACC are hereby authorized to issue a letter of opposition for any bill that attempts to enact the above mention actions.

The findings suggest that effective new greenhouse gas controls could help lessen the effects of climate change on the release of carbon from soils of the northern permafrost region and therefore decrease the potential for a positive feedback of permafrost carbon release on climate warming.

Among the 1,215 Audubon members who volunteered to take part in the experiment, the researchers found those writing about collective causes of climate change were, relative to the control group, willing to donate 7 percent more of their potential winnings.

We used PET and [11C] raclopride (radioligand that binds to D2 / D3 receptors not occupied by DA) to assess the effects of methylphenidate (MP) on the nondisplaceable binding potential [BPND; ratio of the distribution volume (DV) in striatum to that in cerebellum], which is the most frequent model parameter used to estimate DA changes (27), in 24 healthy controls and 24 marijuana abusers.

Recognizing the potential implications of a general method of altering the traits of entire populations, Kevin and colleagues have detailed ways to control, block, or even reverse changes made by gene drives and emphasized the importance of careful evaluation and regulatory reform.

«[This research] lays the groundwork for potential later products to [be] engineered using that knowledge of how brain signals are changing beyond the BCI control site.»

«Overall, this new image of Yellowstone's crustal magma reservoir provides a better understanding of the magmatic volume, melt configuration, and fluid state that control its potential for future volcanism and its joint volcano ‐ earthquake hazard, as well as a basis for assessing temporal changes in the reservoir properties that could portend new volcanism,» the researchers wrote in their study.

Plyometric training has the potential to create change within your neuromuscular wiring that can result in an increased force output via increased control of contracting muscles and their synergists.

One more noteworthy piece of info about hormonal birth control is that it changes the way you're attracted to potential partners.

It's a pleasant change of pace from typical racing games and its controls lend themselves well to the potential of mobile gaming.

The changes we are making will put control back in the hands of teachers and school leaders - those who know their pupils best - making sure every single child has the opportunity to fulfil their potential.»

The self - awareness that develops through outdoor learning can lead to a young person's increased belief in their ability to be in control of their own lives, and ultimately to the capacity to effect change — realising their full potential and increasing their life chances.

These variables control for any potential changes in cohort characteristics not captured by our full set of individual controls in the main analysis.

A DfE spokesperson said: «The changes we are making will put control back in the hands of teachers and school leaders — those who know their pupils best — making sure every single child has the opportunity to fulfil their potential.»

With 755 horsepower the 2019 Chevrolet Corvette zr1 is the most powerful Corvette ever it's also the most technologically advanced behind me are the rolling s's at Road Atlanta and we're here to see if we can reach to the supercar levels of performance afforded by this thing's massive power big tires and the tall wing on the back after that we'll take to the streets to see if a car this powerful can behave itself in public this is a monster of a car I've had some brief track opportunities moving this morning to get used to the pace of this machine which is phenomenal we're gonna warm up as we get out to the road Atlanta and sort of build up to the pace that this car can operate at now initially when you hop in this car you have this shrine to the engine right above you you see the line of the hood it kind of dominates the center of the view you can see over it it doesn't affect visibility but it's immediately obvious and that kind of speaks to what makes this car special it's a monster of an engine listen to that [Music] that is tremendous tremendous acceleration and incredible power but what I finding so far my brief time here at the Atlanta is that everything else in the car is rut has risen to match hurt me while I lay into it on the back straight look you know 150 mile - an - hour indicated we're going to ease up a little bit on it because I need to focus on talking rather than driving but like I was saying the attributes of the rest of the car the steering the braking capability the grip every system of this car is riding to the same level of the power and I think that's what makes it really impressive initially this is undoubtedly a mega mega fast car but it's one that doesn't terrify you with its performance potential there's a level of electronic sophistication that is unparalleled at this price point but it's hard not to get you know totally slipped away by the power of this engine so that's why I keep coming back to it this car has an electronically controlled limited slip differential it has shocks filled with magnetically responsive fluid that can react faster to inputs and everything this car has a super sophisticated stability control system that teaches you how to drive it quick but also makes you go faster we haven't even gotten into exploring it yet because the limits of this car are so high that frankly it takes a while to grow into it but [Music] I think what's impressive about this car is despite how fast it is it is approachable you can buy this car to track dates with it and grow with it as a driver and as an owner I think that's a really special [Music] because you will never be more talented than this car is fast ever unless you are a racing driver casually grazing under 50 miles an hour on this straight okay I'm just going to enjoy driving this now [Music][Applause][Music] this particular Corvette zr1 comes with the cars track performance package a lot of those changes happen underneath the sheet metal but one of the big differences that is immediately obvious is this giant carbon fiber wing now the way this thing is mounted is actually into the structure of the vehicle and it makes you know loading the rear hatch a bit more difficult but we're assuming that's okay if you're looking for the track performance this thing delivers also giving you that performance are these Michelin Pilot Sport cup tires which are basically track oriented tires that you can drive on the street but as we wake our way to the front of the thing what really matters is what's under the hood that's right there's actually a hole in the hood of this thing and that's because this engine is so tall it's tall because it has a larger supercharger and a bunch of added cooling on it to help it you know keep at the right temperature the supercharger is way larger than the one on the zo six and it has a more cooling capacity and the downside is it's taller so it pops literally through the hood the cool thing is from the top you can actually see this shake when you're looking at it from you know a camera from the top of the vehicle this all makes for 755 horsepower making this the most powerful Corvette ever now what's important about that is this not just the power but likewise everything in the car has to be built to accommodate and be able to drive to the level of speed this thing can develop that's why you had the massive cooling so I had the aerodynamics and that's why I had the electronic sophistication inside [Applause] we had a lot of time to take this car on the track yesterday and I've had the night to think about things Matt today two crews on the road and see how this extreme performance machine deals with the sort of more civil minded stuff of street driving the track impressions remain this thing is unquestionably one of the most capable cars you can get from a dealer these days a lot of that's besides the point now because we're on the street we have speed limits they have the ever - present threat of law enforcement around every corner so the question is what does this car feel like in public when you slow this car down it feels like a more powerful Corvette you don't get much tram lining from these big wheels though we as the front end doesn't want to follow grooves in the pavement it is louder it is a little firmer but it's certainly livable on a day to day basis that's surprising for a vehicle of this capability normally these track oriented cars are so hardcore that you wouldn't want to drive them to the racetrack but let's face it you spend more time driving to the track than you do on the track and the fact that this thing works well in both disciplines is really impressive I can also dial everything back and cruise and not feel like I'm getting punished for driving a hardcore track machine that's a that's a really nice accomplishment that's something that you won't find in cars that are this fast and costs maybe double this much the engine in this car dominates the entire experience you can't miss the engine and the whole friend this car is sort of a shrine to it the way it pops out of the hood the way it's covered with coolers around the sides it is the experience of this car and that does make driving this thing special and also the fact that it doesn't look half bad either in fact I think it has some of the coolest looking wheels currently available on a new car this car as we mentioned this car has the track package the track package on this car gives you what they call competition bucket seats which are a little wide for my tastes but I'm you know not the widest person in the world this automatic transmission works well I mean there's so much torque again out of this engine that it can be very smooth and almost imperceptible its clunky on occasion I think I'd might opt for the manual although Chevy tells me about 80 % of its customers will go for the automatic I don't think they're gonna be disappointed and that's gonna be the faster transmission drag strip on the street - and on the racetrack man it was a little bit more satisfying to my taste though we've talked about the exhaust I have it set in the track setting let's quiet it down a little bit so you can hear the difference now I've set that separately from everything else so let's put it stealth what happened to the engine sound that's pretty that's pretty amazing man stealth is really stealth and then go back to track Wow actually a really big difference that's that's pretty great the Corvette has always been a strong value proposition and nowhere is that more evident than this zr1 giving you a nearly unbeatable track performance per dollar now the nice thing is on the road this doesn't feel like a ragged edge track machine either you could genuinely drive it every day the compromises are few and that's what makes this car so special if you like what you see keep it tuned right here and be sure to visit Edmunds.com [Music]

Cadillac continues to supply a long list of safety technologies for the Escalade, including a front center airbag system, adaptive cruise control with forward collision warning, front and rear automatic low - speed braking, lane departure and blind spot warning, rear cross-traffic alert, lane change alert, automatic seat belt tightening, and a safety alert seat that vibrates in response to potential threats.

Driving assistance systems now include adaptive cruise control, stop & go function, Audi side assist — which uses radar technology to warn the driver of potential vehicles behind when changing lanes.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses, the risk that the transactions with Microsoft and Pearson do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion contemplated by the relationship with Microsoft, including that it is not successful or is delayed, the risk that NOOK Media is not able to perform its obligations under the Microsoft and Pearson commercial agreements and the consequences thereof, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the effect of the proposed separation of NOOK Media, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, risks associated with the commercial agreement with Samsung, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses (including with respect to the timing of the completion thereof), the risk that the transactions with Pearson and Samsung do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion previously undertaken, including any risks associated with a reduction of international operations following termination of the Microsoft commercial agreement, the risk that NOOK Media is not able to perform its obligations under the Pearson and Samsung commercial agreements and the consequences thereof, the risks associated with the termination of Microsoft commercial agreement, including potential customer losses, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended May 3, 2014, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

We advise you to consider these potential factors when planning your travel to our tour destinations, as well as ask for your flexibility and understanding when delays due to factors out of our control necessitate changes to your tour itinerary.

With the nine oil paintings and three works on paper that comprise the exhibition, Miller continues to explore the narrative potential of the animal world by revisiting many of the themes that she has surveyed in her work for the past thirty years, including the relationship between predator and prey, the effect of changing habitats upon both flora and fauna, the folly of our human sense of control over nature, and the passage of time.

Methane is an attractive target from the standpoint of stemming climate change, as it has the potential for short - term climate impacts and its anthropogenic sources are easier to control than CO2.

In calculating the potential of rangelands to sequester carbon to offset global climate change and improve ecosystem function we can not ignore the superior outcomes achieved by conservation award winning ranchers, those who have restored ecosystem function and productivity on degraded rangeland using adaptively managed multi-paddock, time - controlled grazing, or published research that does not refute the results achieved on these ranches.

He summarizes by saying «In calculating the potential of rangelands to sequester carbon to offset global climate change and improve ecosystem function we can not ignore the superior outcomes achieved by conservation award winning ranchers, those who have restored ecosystem function and productivity on degraded rangeland using adaptively managed multi-paddock, time - controlled grazing, or published research that does not refute the results achieved on these ranches.»

In the ocean, we need to consider better the controls on thermohaline circulation, on potential changes in biological productivity, and on the overall stability of the ocean circulation system.

1) Start by computing the total GHG - free air constant mass per unit area of a gas layer between any two heights under gravity g 2) Add in the hydrostatic equilibrium pressure change with height in the gravity field 3) Compute the total enthalpy per unit area of the layer realizing the layer possesses potential energy per unit area in earth's gravity field 4) From that, realize energy conservation imposes a constraint that total dry static energy is constant in the layer (within adiabatic control volume) 5) From this, realize and compute the total entropy (S) of the layer over the height of the layer 6) Transform S computation from height to pressure by way of hydrostatic eqn.

The finger pushing the balance below can be likened to changes in greenhouse gases or any of a number of potential control variables.

Model studies indicate a potential saving of up to 40 % of European air pollution control costs if the changes in the energy systems that are necessary for compliance with the Kyoto protocol were simultaneously implemented (Syri et al., 2001).

This technical document aims to identify potential impacts of anticipated changes in climate on food safety and their control at all stages of the food chain.

The simplest use of models I have seen is for a controlled experiment with a small change to the model (e.g. a potential improvement to how it implements some piece of the physics), against a control run (typically the previous run without the latest change), and against the observational data.

Since Facebook walls tend to have a lot of constantly changing information, a landing page is a great way to control the first impression of your firm a potential client sees on Facebook.

Each policy will have different limits related to the potential changes, but this type of policy still gives policyholders more control over their life insurance.

Rather, the pair tout the potential of central bank digital currencies (CBDCs) in changing the way consumers have control of their money.

Effectively managed time and caseloads based on 20 sessions per week.Efficiently gathered information from families and social services agencies to inform development of treatment plans.Documented all patient information including service plans, treatment reports and progress notes.Collaborated closely with treatment team to appropriately coordinate client care services.Interacted with clinical staff and external resources such as school or community personnel.Developed comprehensive treatment plans that focused on accurate diagnosis and behavioral treatment of problems.Taught clients anger management techniques, relaxation skills, impulse control, social skills, emotional coping skills and functional living skills.Consulted with psychiatrists about client medication changes, issues with medicine compliance and efficacy of medications.Created and reviewed master treatment and discharge plans for each client.Referred clients to other programs and community agencies to enhance treatment processes.Evaluated patients to determine potential need to transfer to specialized inpatient mental health facilities.Led patients in individual, family, group and marital therapy sessions.

Although controlling the effect of cell type did not reduce the direct effect of parenting on health or result in a significant IE of protective parenting on young - adult health, this effect does illustrate the potential for protective parenting to influence future health - relevant processes indirectly by changing cell type.

As the researchers have reported elsewhere (Stewart - Brown et al, 2012), there was an inherent danger that parents who felt most in need of the programme - with the greatest potential to change their parenting practices - would decline to be part of an RCT rather than risk being allocated to the control group.

There is the potential for governments and corporations to take advantage of the changes that allow for non-Indigenous and corporate membership to increase their control over Indigenous community affairs, services and assets.34

We controlled for a wide range of potential confounders: characteristics of the child (temperament and development at 9 months, and illness and exact age at outcome), equivalent mother involvement where appropriate, and factors related to socioeconomic status, household change, and parental well - being, where statistically significant.