Sentences with phrase «shareholder approval of»

The agreement is subject to the satisfaction of customary closing conditions, including the expiration of U.S. antitrust waiting periods and shareholder approval of both companies.

SAP's subsidiary, SAP America, Inc., is offering $ 45 per share for the platform, and plans to close the deal during the third quarter, pending Ariba shareholder approval of the sale.

Following shareholder approval of the Plan and the filing of articles of dissolution, the Company would delist its common stock from NASDAQ.

As previously disclosed on October 23, 2009, in conjunction with the sale of a substantial portion of the assets of D.A.W., Inc. («DAW»), a wholly owned subsidiary of Nyer Medical Group, Inc. («Nyer»), to Walgreen Easter Co. (the «WAG Transaction) and the sale of the stock of DAW to certain management investors (the «DAW Stock Transaction»), the Board of Directors of Nyer approved the liquidation and dissolution of Nyer pursuant to a Plan of Dissolution (the «Plan of Dissolution»), subject to obtaining shareholder approval of the WAG Transaction, the DAW Stock Transaction, and the Plan of Dissolution (the «Transactions»).

Alignvest Acquisition Corporation Announces Shareholder Approval Of Qualifying Transaction With Trilogy International Partners LLC

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.

CVS Health and Aetna have each scheduled shareholder meetings on March 20 seek shareholder approval of the deal.

Consultants are now accountable directly to compensation committees, not the CEO, to recommend to shareholders the approval of executive compensation.

Not exact matches

Under the proposed demerger, which is subject to regulatory approval and a shareholder vote in the first half of 2015, he said there would be benefits for both companies and all shareholders.

Nadella's pay package, which will be up for approval by shareholders, includes about $ 65 million in restricted stock on top of his annual salary.

Liberty Resources is ticking the remaining boxes on its list of requirements to be met for its proposed acquisition of Cirrus Networks, with an independent expert giving the transaction its stamp of approval today, ahead of a shareholders meeting next month.

A committee of the independent members of the board of directors has been established to review the offer, which would require approval by a majority of the minority shareholders of Sun - Rype.

An alternative would have been to make the merger subject to approval by a majority of their minority shareholders.

In the olden days, if a company wanted to merge, it needed the approval of 100 % of its shareholders.

Noble has won the backing of its senior creditors, but also needs approval from a majority of its shareholders at a special general meeting, for which a date has not been announced.

The MTG deal, conditional upon approval of TDC shareholders, had already been...

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.

The company is headlined by Alan Stein and Jon Taylor, both of whom will join the Azonto board as Managing Director and Technical Director after Azonto receives shareholder approval to change its name to Calima Energy.

And it shows Harris and two other directors — Louis Lataif and Donald Resnick — were named to the board with the approval of less than 40 % of the eligible voting shareholders.

The MTG deal, conditional upon approval of TDC shareholders, was...

The deal, which requires the approval of shareholders, will be voted on in a special meeting next month.

Its board of directors is supporting the Loblaw takeover bid but the deal requires approval from at least two - thirds of the votes cast by QHR shareholders at a special meeting to be held in October.

It plans a special shareholder meeting to get approval for a reverse stock split that would aim to exchange outstanding shares for a smaller number of consolidated shares, with a price in the range of C$ 10 to $ 20 each.

The growing opposition from major shareholders could be a big problem for Dell because in order for the company to go private, he needs the approval of the majority of shareholders, excluding his stake in the company.

Buffett can influence a stock price or even the makeup of a broader shareholder base by putting his stamp of approval on a company, or removing it.

The acquisition, which still needs shareholder and regulatory approval, is slated to close in the first quarter of 2013.

He then sued the company for «Proposal 2» in Apple's proxy statement, which essentially only allows Apple to issue preferred stock with the approval of shareholders.

Meanwhile, Metcash has gained shareholder approval for the buy - out of its South African parent, 52 per cent shareholder, Metoz.

As Weston holds approximately 63 % of Loblaw's common shares, Loblaw expects that the TSX will accept Weston's agreement to support the transaction as evidence of shareholder approval and not require Loblaw to hold a shareholder meeting.

In addition to shareholder and court approvals, the transaction is subject to compliance with the Competition Act and certain other closing conditions customary in transactions of this nature.

Under applicable TSX rules, the transaction also requires the approval of Loblaw shareholders by majority vote, as the number of Loblaw common shares to be issued in the transaction exceeds 25 % of the total number of outstanding Loblaw common shares.

We note that, in accordance with Rule 14 (a)-6 (a), Apple was not required to file preliminary proxy materials with the Commission because the matters to be acted on at the meeting are limited to (1) the election of directors, (2) the ratification of accountants, (3) a vote on an advisory resolution to approve executive compensation, (4) the approval of the Plan described above, which is a «plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a - 8.

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.

Approval of the amended and restated Apple Inc. 2014 Employee Stock Plan B Shareholder Proposals — The Board of Directors recommends a vote AGAINST Proposals 5, 6, 7 and 8.

The deal requires approval by Pou Sheng's independent shareholders, who own 37.2 percent in total, and could be vetoed if one - tenth of these investors votes against.

The Barangaroo project has been a drawn - out planning and approval process for Crown, which has contributed to a delay of about 18 months to the development Mr Packer has called his biggest priority and one he hopes will improve the performance of its Australian business as part of a unique three - way split of Crown designed to drive stronger shareholder returns.

The offer puts the price of each SolarCity share at $ 26.50 to $ 28.50, but it will require approval from shareholders.

The separation, which does not require a shareholder vote, remains subject to market conditions, customary regulatory approvals, an affirmative ruling from the US Internal Revenue Service, the execution of separation and intercompany agreements, and final board approval.

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.

By the end of 2018, the newly named Arq Group (the name change is pending shareholder approval on May 28) will also have grown its workforce from only 70 people four years ago to 1100.

The affirmative vote of the holders of a majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of E&Y as Walmart's independent accountants for fiscal 2014; (ii) the adoption of a non-binding advisory resolution to approve the compensation of the company's NEOs; (iii) the approval of the Management Incentive Plan, as amended; and (iv) the adoption of each of the shareholder proposals.

Unless you indicate otherwise, the persons named as proxies on the proxy card will vote your Shares: FOR the election of each of the nominees for director named in this proxy statement; FOR the ratification of E&Y as Walmart's independent accountants for fiscal 2014; FOR the non-binding advisory resolution to approve the compensation of the company's NEOs; FOR the approval of the Management Incentive Plan, as amended; and AGAINST each of the shareholder proposals appearing in this proxy statement.

Furthermore, the rules governing companies listed on the NYSE and incorporated under Delaware law require us to submit certain matters to a vote of shareholders for approval, such as mergers, large share issuances or similar transactions, and the approval of equity - based compensation plans.

In addition, Tesla said that any deal would be subject to approval by a majority of its disinterested shareholders.

As described below, our company's practice is to submit the MIP for shareholder approval at least every five years in order to comply with Section 162 (m) of the Internal Revenue Code.

Shares that are properly voted by the Internet or telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board's recommendations as follows: «FOR» the election of each of the nominees to the Board named herein; «FOR» the ratification of the appointment of our independent auditors; «FOR» approval, on an advisory basis, of our executive compensation as described in this Proxy Statement; and «AGAINST» the shareholder proposal.

Under the NYSE rules for member organizations: (i) the election of directors; (ii) the non-binding advisory vote to approve the compensation of the company's NEOs; (iii) the approval of the Stock Incentive Plan of 2015; and (iv) each of the shareholder proposals described in this proxy statement are not matters on which a broker may vote without your instructions.

Shares of First Cobalt have doubled in value since the company received shareholder approval for a three - way merger

At any meeting at which a quorum has been established, the affirmative vote of the holders of a majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of EY as Walmart's independent accountants for fiscal 2016; (ii) the adoption of a non-binding advisory resolution to approve the compensation of the company's NEOs; (iii) the approval of the Stock Incentive Plan of 2015; and (iv) the adoption of each of the shareholder proposals.

On Wednesday, Chancellor Leo Strine of Chancery Court gave companies a powerful incentive to build both independent board review and minority shareholder approval into the going - private process, writing new law that should boost shareholder protections.