Common use of Additional Information and Where to Find It Clause in Contracts

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposals, SLIC will file a proxy statement on Schedule 14A (the “Statement”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent from the stockholders of SLIC in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the SLIC stockholders in connection with the Proposals will be contained in the Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxx

Appears in 2 contracts

Samples: Merger Agreement (North Haven Private Income Fund LLC), Merger Agreement (SL Investment Corp.)

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Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposals, SLIC proposed transaction Liberty Oilfield Services Inc. (“Liberty”) will file a proxy statement on Schedule 14A (and other materials with the “Statement”)SEC. This communication does not constitute an offer to sell or In addition, Liberty may also file other relevant documents with the solicitation of an offer to buy any securities or a solicitation of any vote or approvalSEC regarding the proposed transaction. STOCKHOLDERS OF SLIC INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALSPROPOSED TRANSACTION. Investors and security holders will be able to stockholders may obtain a free copy of the proxy statement (when available) and other documents filed with the SEC free of charge by Liberty at its website, xxx.xxxxxxxxxxx.xxx, or at the SEC’s web sitewebsite, hxxx://xxx.xxx.xxx orxxx.xxx.xxx. The proxy statement and other relevant documents may also be obtained for free from Liberty by directing such request to Liberty, for documents filed by PIFto the attention of Investor Relations, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000. Participants in the Solicitation SLIC Liberty and its respective directors, executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders of SLIC in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the SLIC Liberty’s stockholders in connection with the Proposals proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Liberty’s directors and executive officers by reading Xxxxxxx’s definitive proxy statement on Schedule 14A, which was filed with the SEC on March 10, 2020. Additional information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained included in the Statement proxy statement and other relevant materials filed with the SEC in connection with the proposed transaction when such document becomes they become available. This document may be obtained free of charge from the sources indicated above. ContactFor further information, contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Xxxxxxx Xxxxx – Liberty Oilfield Services, Chief Financial Officer Tel: +0 000 000 0000 XX@xxxxxxxxxxx.xxx Xxxxxxxx Xxxxxxxxxx– Schlumberger Limited, Vice President of Investor Relations Xxx X. Xxxxxxx – Schlumberger Limited, Director of Investor Relations Tel: +0 000 000 0000 xxxxxxxx-xxxxxxxxx@xxx.xxx Media Axxxxx Xxxxxx 200-000-Xxxxxxx Xxxxx – Liberty Oilfield Services, Chief Financial Officer Tel: +0 000 000 0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxXX@xxxxxxxxxxx.xxx Xxxxx Xxxx, Corporate Communication Manager, Schlumberger Limited Tel: +0 000 000 0000

Appears in 2 contracts

Samples: Schlumberger Limited/Nv, Liberty Oilfield Services Inc.

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF The Company, its directors and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposals, SLIC will file a proxy statement on Schedule 14A (the “Statement”). This communication does not constitute an offer to sell or the solicitation certain of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders of SLIC Company’s shareholders in connection with the ProposalsCompany’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”). Prior to the 2017 Annual Meeting, the Company will furnish a definitive proxy statement to its shareholders (the “2017 Proxy Statement”), together with a WHITE proxy card. SHAREHOLDERS ARE URGED TO READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the persons who mayidentity of potential participants, under the rules of the SECand their director or indirect interests, by security holdings or otherwise, will be considered participants set forth in the solicitation of 2017 proxy Statement and other materials to be filed with the SLIC stockholders SEC in connection with the Proposals 2017 Annual Meeting. Shareholders will be able to obtain, free of charge, copies of the 2017 Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2017 Annual Meeting at the SEC’s website (xxxx://xxx.xxx.xxx), at the Company’s website (xxxx://xxx.xxxxxxx.xxx) or by contacting Xxx Xxxx by phone at (000) 000-0000, by email at xxx.xxxx@xxxxxxx.xxx or by mail at Xxxxxxx Information Services Corporation, Attn: Investor Relations, 0000 Xxxx Xxx Xxxx., Xxx. 000, Xxxxxxx, XX 00000. Forward Looking Statements Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance. These statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “will,” “foresee” or other similar words. Forward-looking statements by their nature are subject to various risks and uncertainties that could cause our actual results to be materially different than those expressed in the forward-looking statements. These risks and uncertainties include, among other things: economic conditions; adverse changes in the level of real estate activity; changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing; our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems; the impact of unanticipated title losses or the need to strengthen our policy loss reserves; any effect of title losses on our cash flows and financial condition; the impact of vetting our agency operations for quality and profitability; changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products; regulatory non- compliance, fraud or defalcations by our title insurance agencies or employees; our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; the outcome of pending litigation; the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services; our dependence on our operating subsidiaries as a source of cash flow; the continued realization of expense savings from our cost management program; our ability to successfully integrate acquired businesses; our ability to access the equity and debt financing markets when and if needed; our ability to grow our international operations; and our ability to respond to the actions of our competitors. These risks and uncertainties, as well as others, are discussed in more detail in documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2015, our quarterly reports on Form 10-Q, and our Current Reports on Form 8-K. We expressly disclaim any obligation to update any forward-looking statements contained in this press release to reflect events or circumstances that may arise after the Statement when such document becomes available. This document date hereof, except as may be obtained free of charge from the sources indicated aboverequired by applicable law. ContactContacts: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-Xxx Xxxx, (000) 000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxDirector-Investor Relations xxx.xxxx@xxxxxxx.xxx Xxxxx Xxxxx, Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx / Xxxxx Xxxxxx / Xxxxxx Xxxxx (000) 000-0000

Appears in 1 contract

Samples: Agreement (Starboard Value LP)

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF The Company, its directors and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposals, SLIC will file a proxy statement on Schedule 14A (the “Statement”). This communication does not constitute an offer to sell or the solicitation certain of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders of SLIC Company’s shareholders in connection with the ProposalsCompany’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”). Prior to the 2017 Annual Meeting, the Company will furnish a definitive proxy statement to its shareholders (the “2017 Proxy Statement”), together with a WHITE proxy card. SHAREHOLDERS ARE URGED TO READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the persons who mayidentity of potential participants, under the rules of the SECand their director or indirect interests, by security holdings or otherwise, will be considered participants set forth in the solicitation of 2017 proxy Statement and other materials to be filed with the SLIC stockholders SEC in connection with the Proposals 2017 Annual Meeting. Shareholders will be able to obtain, free of charge, copies of the 2017 Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2017 Annual Meeting at the SEC’s website (hxxx://xxx.xxx.xxx), at the Company’s website (hxxx://xxx.xxxxxxx.xxx) or by contacting Nxx Xxxx by phone at (000) 000-0000, by email at nxx.xxxx@xxxxxxx.xxx or by mail at Sxxxxxx Information Services Corporation, Attn: Investor Relations, 1000 Xxxx Xxx Xxxx., Xxx. 000, Xxxxxxx, XX 00000. Forward Looking Statements Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance. These statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “will,” “foresee” or other similar words. Forward-looking statements by their nature are subject to various risks and uncertainties that could cause our actual results to be materially different than those expressed in the forward-looking statements. These risks and uncertainties include, among other things: economic conditions; adverse changes in the level of real estate activity; changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing; our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems; the impact of unanticipated title losses or the need to strengthen our policy loss reserves; any effect of title losses on our cash flows and financial condition; the impact of vetting our agency operations for quality and profitability; changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products; regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees; our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; the outcome of pending litigation; the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services; our dependence on our operating subsidiaries as a source of cash flow; the continued realization of expense savings from our cost management program; our ability to successfully integrate acquired businesses; our ability to access the equity and debt financing markets when and if needed; our ability to grow our international operations; and our ability to respond to the actions of our competitors. These risks and uncertainties, as well as others, are discussed in more detail in documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2015, our quarterly reports on Form 10-Q, and our Current Reports on Form 8-K. We expressly disclaim any obligation to update any forward-looking statements contained in this press release to reflect events or circumstances that may arise after the Statement when such document becomes available. This document date hereof, except as may be obtained free of charge from the sources indicated aboverequired by applicable law. ContactContacts: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-Nxx Xxxx, (000) 000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxDirector-Investor Relations nxx.xxxx@xxxxxxx.xxx Jxxxx Xxxxx, Wikinson Bxxxxxx Kxxxxxx Mxxxxxx Xxxxxxx / Sxxxx Xxxxxx / Vxxxxx Xxxxx (000) 000-0000

Appears in 1 contract

Samples: Agreement (Stewart Information Services Corp)

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposalsproposed merger transaction, SLIC StanCorp will file with the SEC and furnish to the StanCorp's shareholders a proxy statement on Schedule 14A (the “Statement”)and other relevant documents. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC BEFORE MAKING ANY VOTING DECISION, XXXXXXXX'S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC, INCLUDING SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION PROPOSED MERGER AND THE PROPOSALSPARTIES TO THE MERGER. Investors and security holders StanCorp's shareholders will be able to obtain the a free copy of documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s 's website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxxxxx://xxx.xxx.xxx. Participants in In addition, XxxxXxxx's shareholders may obtain a free copy of the Solicitation SLIC proxy statement and its other of StanCorp's filings with the SEC from StanCorp's investor relations website at xxx.xxxxxxxxxxxxxxxxx.xxx or by directing a request to: Xxxx Xxxxxx, Vice President, Investor Relations and Capital Markets, 0000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxx, XX 00000. The directors, executive officers and certain other members of management and employees of the Adviser and its affiliates, StanCorp may be deemed to be participants “participants” in the solicitation of unanimous written consent proxies from shareholders of StanCorp in favor of the stockholders of SLIC in connection with the Proposalsproposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the SLIC stockholders shareholders of StanCorp in connection with the Proposals proposed merger will be contained set forth in the Statement when such document becomes availableproxy statement and the other relevant documents to be filed with the SEC. This document may be obtained free of charge from You can find information about StanCorp's executive officers and directors in its Annual Report on Form 10-K filed with the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxSEC on February 26, 2015 and in its definitive proxy statement filed with the SEC on Schedule 14A on March 23, 2015.

Appears in 1 contract

Samples: www.standard.com

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposalsproposed merger, SLIC Peak Resorts, Inc. (the “Company”) will file a preliminary proxy statement on Schedule 14A and file or furnish other relevant materials with the Securities and Exchange Commission (the “StatementSEC”). This communication does not constitute an offer Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed or otherwise furnished to sell or the solicitation shareholders of an offer to buy any securities or a solicitation of any vote or approvalthe Company. STOCKHOLDERS OF SLIC BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ ALL RELEVANT THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SECSEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETOIF ANY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION PROPOSED MERGER AND THE PROPOSALSPARTIES TO THE PROPOSED MERGER. THIS COMMUNICATION IS NOT A SUBSTITUTE FOR THE PROXY STATEMENT OR ANY OTHER DOCUMENT THAT MAY BE FILED BY THE COMPANY WITH THE SEC. Investors and security holders will be able to shareholders may obtain the a free copy of documents filed by the Company with the SEC free of charge at the SEC’s web sitewebsite at xxx.xxx.xxx. In addition, hxxx://xxx.xxx.xxx or, for documents filed by PIF, investors and shareholders may obtain a free copy of the Company’s filings with the SEC from PIFthe Company’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxxxx.xxxxxxxxxxx.xxx or by directing a request by mail or telephone to: Peak Resorts, Inc., 00000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Secretary, (000) 000-0000. Participants in the Solicitation SLIC The Company, Vail Resorts, Inc. (“Vail Resorts”) and its certain of their respective directors, executive officers and officers, certain other members of management and employees of the Adviser Company and its affiliates, Vail Resorts and agents retained by the Company may be deemed to be participants in the solicitation of unanimous written consent proxies from shareholders of the stockholders Company in favor of SLIC the proposed merger. Information about directors and executive officers of the Company and their beneficial ownership of the Company’s common stock is set forth in connection the Company’s definitive proxy statement on Schedule 14A for its 2018 annual meeting of shareholders, as filed with the ProposalsSEC on August 28, 2018. Information Certain directors, executive officers, other members of management and employees of the Company may have direct or indirect interests in the proposed merger due to securities holdings, vesting of equity awards and rights to severance payments. Additional information regarding the direct and indirect interests of these individuals and other persons who may, under the rules of the SEC, may be considered deemed to be participants in the solicitation will be included in the proxy statement with respect to the merger the Company will file with the SEC and furnish to the Company’s shareholders. Forward-Looking Statements Statements about the expected timing, completion and effects of the SLIC stockholders proposed merger and related transactions and all other statements in connection this communication, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this communication, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The Company may not be able to complete the proposed merger on the terms described above or other acceptable terms or at all because of a number of factors, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the failure to obtain Company shareholder approval or the failure to satisfy the closing conditions, (3) the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed merger, (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed merger, (5) the effect of the announcement of the merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (6) the merger may involve unexpected costs, liabilities or delays, (7) the Company’s business may suffer as a result of the uncertainty surrounding the merger, including the timing of the consummation of the merger, (8) the outcome of any legal proceeding relating to the merger, (9) the Company may be adversely affected by other economic, business and/or competitive factors, and (10) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all, which may adversely affect the Company’s business and the price of its common stock. Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of the Company are described in the risk factors included in the Company’s filings with the Proposals will be contained in SEC, including the Statement when such document becomes availableCompany’s Annual Report on Form 10-K for the fiscal year ended April 30, 2019, filed with the SEC on June 28, 2019, as updated by the Company’s subsequent filings with the SEC. This document may be obtained free The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of charge from the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxnew information, future events or other occurrences.

Appears in 1 contract

Samples: Peak Resorts Inc

Additional Information and Where to Find It. This communication relates may be deemed to be solicitation material in respect of the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be soughtacquisition of Connecticut Water by SJW Group. In connection with the Proposalsproposed transaction, SLIC will SJW Group and Connecticut Water intend to file a relevant materials with the SEC, including Connecticut Water’s proxy statement on Schedule 14A (the “Statement”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS 14A. SHAREHOLDERS OF SLIC CONNECTICUT WATER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETOCONNECTICUT WATER’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALSPROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx orxxxx://xxx.xxx.xxx, for and Connecticut Water’s shareholders will receive information at an appropriate time on how to obtain transaction-related documents filed by PIF, free of charge from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxConnecticut Water. Such documents are not currently available. Participants in the Solicitation SLIC SJW Group and its directorsdirectors and executive officers, executive officers and certain other members of management and employees of the Adviser Connecticut Water and its affiliatesdirectors and executive officers, may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders holders of SLIC Connecticut Water’s common stock in connection respect of the proposed transaction. Information about the directors and executive officers of SJW Group is set forth in the proxy statement for SJW Group’s 2018 Annual Meeting of Stockholders, which was filed with the ProposalsSEC on March 6, 2018. Information about the directors and executive officers of Connecticut Water is set forth in the proxy statement for Connecticut Water’s 2018 Annual Meeting of Shareholders, which was filed with the SEC on April 6, 2018. Investors may obtain additional information regarding the persons who may, under interest of such participants by reading the rules of proxy statement regarding the SEC, be considered participants in the solicitation of the SLIC stockholders in connection with the Proposals will be contained in the Statement acquisition when such document it becomes available. This document may be obtained free of charge from the sources indicated above. Contact: SJW Group Contacts Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200Xxxxxxx Chief Administrative Officer, SJW Group 000-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxx0000, xxxxxx.xxxxxxx@xxxxxxx.xxx Xxxxxxxxx LLC Xxxxxxx Xxxxx / Xxxxxx Xxxxxx 000-000-0000; 000-000-0000, XXxxxx@xxxxxxxxx.xxx Media Xxxxx Xxxxxxxx Director of Corporate Communications, SJW Group 000-000-0000, Xxxxx.Xxxxxxxx@xxxxxxx.xxx Xxxxxxxxx XxxXxxxxx Xxxxx Xxxxxxxxxx, 212-371-5999, xxx@xxxxx.xxx Xxxxxx Xxxxxx, 212-371-5999, xxx@xxxxxx.xxx Nazan Riahei, 213-630-6550, xxx@xxxxx.xxx Connecticut Water Contacts Xxxxxx X. Xxxxxx, APR Director, Corporate Communications 860-664-6016 xxxxxxx@xxxxxxx.xxx Investors Xxxx Xxxxxxxxx / Xxxx Xxxxxx Xxxxxx Sodali, LLC 800-662-5200 XXXX@xxxxxxxxxxxx.xxx Media Xxxxx Xxxxx, Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx / Xxxxxxx Xxxxxx / Xxxxxx Xxxx

Appears in 1 contract

Samples: Connecticut Water Service Inc / Ct

Additional Information and Where to Find It. This communication relates Park intends to file with the SEC a registration statement on Form S-4 containing a proxy statement/prospectus that will be mailed to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In shareholders of Axxxxxxx in connection with the Proposalsmerger transaction. Investors and shareholders of Axxxxxxx are urged to read the proxy statement/prospectus when it becomes available because it will contain important information about Park, SLIC The Park National Bank, Axxxxxxx and the merger transaction. Investors and shareholders will file be able to obtain a copy of the proxy statement/prospectus (when it is available), as well as other filings containing information about Park, free of charge, through the website maintained by the SEC at hxxx://xxx.xxx.xxx. Copies of the proxy statement/prospectus, and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus, can also be obtained, free of charge, by directing a request to Park National Corporation, 50 Xxxxx Xxxxx Xxxxxx, X.X. Box 3500, Newark, Ohio 43058-3500, Attention: Jxxx X. Xxxxx, Chief Financial Officer (740-349-3792), or to Axxxxxxx Bank Company, 1000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000, Attention: Jxxxx X. Xxxxxxx (513-232-9599). Park National Corporation 50 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000 wxx.xxxxxxxxxxxxxxxx.xxx N e w s R e l e a s e Pxxx and Axxxxxxx and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Axxxxxxx in respect of the proposed merger transaction. Information about the directors and executive officers of Pxxx is set forth in the proxy statement on Schedule 14A (for Pxxx’s 2006 annual meeting of shareholders filed with the “Statement”)SEC. Information about the directors and executive officers of Axxxxxxx and their ownership of Axxxxxxx common shares will be contained in the proxy statement/prospectus that will be mailed to the shareholders of Axxxxxxx in connection with the merger transaction. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication does shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or a solicitation sale would be unlawful prior to registration or qualification of the securities under the securities laws of any vote or approvalsuch jurisdiction. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will No offering of securities shall be able to obtain made except by means of a prospectus meeting the documents filed with the SEC free requirements of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees Section 10 of the Adviser and its affiliatesSecurities Act of 1933, may be deemed to be participants in the solicitation of unanimous written consent from the stockholders of SLIC in connection with the Proposalsas amended. Information regarding the persons who mayMedia contacts: Bxxxxxx Xxxxx, under the rules of the SECPark Communication Specialist 740.349.3754 Jxxx Xxxxx, be considered participants in the solicitation of the SLIC stockholders in connection with the Proposals will be contained in the Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above. Contact: Investors Mxxxxxx Park Chief Financial Officer, 740.349.3792 Jxxxx X. Xxxxxxx, Axxxxxxx President, 513.232.9599 Park National Corporation 50 X. Xxxxx Xxxxxx, Xxxxxx, Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxx00000 wxx.xxxxxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Park National Corp /Oh/

Additional Information and Where to Find It. This communication relates to New NVFC will file an amended registration statement with the Securities and Exchange Commission (“SEC”) that includes a prospectus/proxy statement, and other relevant documents, concerning the proposed Transaction involving PIF merger. Stockholders are urged to read the amended registration statement and SLIC, along the prospectus/proxy statement when they become available and any other relevant documents filed with the related Proposals for which SLIC stockholder approval SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be soughtable to obtain a free copy of the prospectus/proxy statement, as well as other filings containing information about NVFC, at the SEC’s Internet site (wxx.xxx.xxx). In SCBI and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SCBI in connection with the Proposalsproposed merger. Information about the directors and executive officers of SCBI and their ownership of SCBI common stock is set forth in the proxy statement, SLIC will file a dated April 29, 2010, for SCBI’s annual meeting of shareholders held on June 15, 2010, and is available from SCBI by writing Jxxx X. Xxxxxxx, 200 Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxxx 00000. Additional information regarding the interests of these participants may be obtained by reading the prospectus/proxy statement regarding the proposed merger when it becomes available. NVFC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NVFC in connection with the proposed second step conversion and the merger. Information about the directors and executive officers of NVFC and their ownership of NVFC common stock is set forth in the proxy statement, dated April 30, 2010, for NVFC’s annual meeting of stockholders held on Schedule 14A (May 28, 2010, and is available from NVFC by writing Jxxx X. Xxxxx, 300 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000. Additional information regarding the “Statement”)interests of these participants may be obtained by reading the prospectus/proxy statement regarding the proposed second step conversion and the merger when it becomes available. The proposed stock offering by New NVFC will be made only by means of a prospectus in accordance with the Securities Act of 1933, as amended, and all applicable state securities laws. This communication does press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities securities. The shares of New NVFC common stock are not savings accounts or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliatessavings deposits, may be deemed to be participants in lose value and are not insured by the solicitation of unanimous written consent from the stockholders of SLIC in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the SLIC stockholders in connection with the Proposals will be contained in the Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxFederal Deposit Insurance Corporation or any other government agency.

Appears in 1 contract

Samples: Southern Connecticut Bancorp Inc

Additional Information and Where to Find It. This communication relates may be deemed to be solicitation material in respect of the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be soughtacquisition of Alere by Abbott. In connection with the Proposalsproposed acquisition, SLIC will Alere intends to file a relevant materials with the United States Securities and Exchange Commission (the "SEC"), including Alere's proxy statement on Schedule 14A (in preliminary and definitive form. Stockholders of Alere are urged to read all relevant documents filed with the “Statement”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLEincluding Alere's proxy statement when it becomes available, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALSbecause they will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and security holders will be are able to obtain the documents filed with the SEC (once available) free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s 's website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxxxx.xxx.xxx, or free of charge from Alere at xxxx://xxx.xxxxx.xxx/en/home/investor-relations/sec-filings-and-financials.html or by directing a request to Xxxxxx Xxxxxxxxxx, vice president, Alere Investor Relations at 000-000-0000 or xx@xxxxx.xxx. Participants in the Solicitation SLIC Alere and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliatesemployees, under SEC rules, may be deemed to be participants "participants" in the solicitation of unanimous written consent proxies from the stockholders of SLIC Alere in connection favor of the proposed transaction. Information about Alere's directors and executive officers is set forth in Alere's Proxy Statement on Schedule 14A for its 2016 Annual Meeting of Stockholders, which was filed with the ProposalsSEC on Nov. 7, 2016, and its Annual Report on Form 10-K, for the fiscal year ended Dec. 31, 2015, which was filed with the SEC on Aug. 8, 2016. Information regarding concerning the persons who interests of Alere's participants in the solicitation, which may, under in some cases, be different than those of Alere's stockholders generally, is set forth in the rules of materials filed by Alere with the SEC, and will be considered participants set forth in the solicitation of proxy statement relating to the SLIC stockholders in connection with the Proposals will be contained in the Statement proposed transaction when such document it becomes available. Alere Cautionary Statement Regarding Forward-Looking Statements This document communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A number of important factors could cause actual results of Alere and its subsidiaries to differ materially from those indicated by such forward-looking statements, including the risk that the proposed merger with Abbott may not be completed, the failure to receive the required stockholder approval or regulatory approvals of the proposed merger, the risk factors detailed in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K, for the fiscal year ended Dec. 31, 2015 (as filed with the SEC on Aug. 8, 2016) and other risk factors identified from time to time in our periodic filings with the SEC. Readers should carefully review these risk factors, and should not place undue reliance on our forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of this communication. We undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. Private Securities Litigation Reform Act of 1995 Abbott Caution Concerning Forward-Looking Statements Some statements in this news release may be obtained free forward-looking statements for purposes of charge the Private Securities Litigation Reform Act of 1995. Abbott cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the sources indicated aboveforward-looking statements. ContactEconomic, competitive, governmental, technological and other factors that may affect Xxxxxx'x operations are discussed in Item 1A, "Risk Factors," to Xxxxxx'x Annual Report on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2016, and are incorporated by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law. Abbott Media: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-Xxxxx Xxxxxxx, +0 (000) 000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxAbbott Financial: Xxxxx Xxxxxxxxxxx, +0 (000) 000-0000 Xxxxxxx Xxxxxxx, +0 (000) 000-0000 Alere Media: Xxxxxx Xxxxxx, xx@xxxxx.xxx +0 (000) 000-0000 Alere Financial: Xxxxxx Xxxxxxxxxx, xx@xxxxx.xxx +0 (000) 000-0000 ###

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alere Inc.)

Additional Information and Where to Find It. This communication relates to New NVFC will file an amended registration statement with the Securities and Exchange Commission (“SEC”) that includes a prospectus/proxy statement, and other relevant documents, concerning the proposed Transaction involving PIF merger. Stockholders are urged to read the amended registration statement and SLIC, along the prospectus/proxy statement when they become available and any other relevant documents filed with the related Proposals for which SLIC stockholder approval SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be soughtable to obtain a free copy of the prospectus/proxy statement, as well as other filings containing information about NVFC, at the SEC’s Internet site (xxx.xxx.xxx). In SCBI and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SCBI in connection with the Proposalsproposed merger. Information about the directors and executive officers of SCBI and their ownership of SCBI common stock is set forth in the proxy statement, SLIC will file a dated April 29, 2010, for SCBI’s annual meeting of shareholders held on June 15, 2010, and is available from SCBI by writing Xxxx X. Xxxxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxxx 00000. Additional information regarding the interests of these participants may be obtained by reading the prospectus/proxy statement regarding the proposed merger when it becomes available. NVFC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NVFC in connection with the proposed second step conversion and the merger. Information about the directors and executive officers of NVFC and their ownership of NVFC common stock is set forth in the proxy statement, dated April 30, 2010, for NVFC’s annual meeting of stockholders held on Schedule 14A (May 28, 2010, and is available from NVFC by writing Xxxx X. Xxxxx, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000. Additional information regarding the “Statement”)interests of these participants may be obtained by reading the prospectus/proxy statement regarding the proposed second step conversion and the merger when it becomes available. The proposed stock offering by New NVFC will be made only by means of a prospectus in accordance with the Securities Act of 1933, as amended, and all applicable state securities laws. This communication does press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities securities. The shares of New NVFC common stock are not savings accounts or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliatessavings deposits, may be deemed to be participants in lose value and are not insured by the solicitation of unanimous written consent from the stockholders of SLIC in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the SLIC stockholders in connection with the Proposals will be contained in the Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxFederal Deposit Insurance Corporation or any other government agency.

Appears in 1 contract

Samples: Naugatuck Valley Financial Corp

Additional Information and Where to Find It. This communication relates to the proposed Transaction Merger involving PIF Graphite and SLIC, along with XXXX and may be deemed to be solicitation material in respect of the related Proposals for which SLIC stockholder approval will be soughtproposed Merger. In connection with the Proposalsproposed Merger, SLIC Graphite will file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement on Schedule 14A (the “Proxy Statement”)) and prospectus. This communication does is not constitute an offer a substitute for the Form S-4, the Proxy Statement or for any other document that Graphite may file with the SEC and or send to sell or Graphite’s shareholders in connection with the solicitation of an offer to buy any securities or a solicitation of any vote or approvalproposed Merger. STOCKHOLDERS BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SLIC GRAPHITE ARE URGED TO READ ALL RELEVANT THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS SEC CAREFULLY AND IN THEIR ENTIRETY WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLICGRAPHITE, THE TRANSACTION PROPOSED MERGER AND THE PROPOSALSRELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Graphite with the SEC through the website maintained by the SEC at xxxx://xxx.xxx.xxx. Copies of the documents filed by Graphite with the SEC will also be available free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIFon Graphite’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxxxx.xxxxxxxxxxx.xxx, or by contacting Graphite’s Investor Relations at xxxxxxxxx@xxxxxxxxxxx.xxx. Participants in the Solicitation SLIC Xxxxxxxx, XXXX, and its directors, their respective directors and certain of their executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent from the stockholders of SLIC in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies from Graphite’s shareholders with respect to the SLIC stockholders proposed Merger under the rules of the SEC. Information about the directors and executive officers of Graphite is set forth in connection its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Proposals will SEC on March 20, 2023 and amended on April 27, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be contained filed from time to time with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when such document becomes they become available. This You may obtain free copies of this document may be obtained free of charge from the sources indicated as described above. Contact: XXXX Therapeutics Contact Information Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxx Xxxxxx 200Xxxxx Investor Relations, Inc. 000-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxXxxxx.xxxxxx@xxxxxxx.xxx Graphite Bio, Inc. Contact Information Investors and Media Xxxxx Xxxxxxx Chief Strategy Officer

Appears in 1 contract

Samples: Merger Agreement (Graphite Bio, Inc.)

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Additional Information and Where to Find It. This communication relates Inverness plans to the proposed Transaction involving PIF and SLIC, along file with the related Proposals for which SLIC stockholder approval will be sought. In SEC a registration statement on Form S-4 in connection with the Proposalsproposed transaction, SLIC which will file a include Matria’s proxy statement on Schedule 14A (and Inverness’ prospectus for the “Statement”)proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING REGISTRATION STATEMENT AND THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY DEFINITIVE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT SLICINVERNESS, MATRIA, THE TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROPOSALSREGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. Investors Free copies of the registration statement and security holders will be able to obtain the proxy statement/prospectus and other documents filed with the SEC by Inverness and Matria can be obtained through the web site maintained by the SEC at wxx.xxx.xxx. In addition, free copies of charge the registration statement and the proxy statement/prospectus will be available from Inverness by contacting Shareholder Relations at the SEC’s web site(000) 000-0000 or jxx.xxxxxxx@xxxxxx.xxx or from Matria by contacting Investor Relations at (000) 000-0000 or ixxxxxxx_xxxxxxxxx@xxxxxx.xxx or by directing a request when such a filing is made to Matria Healthcare, hxxx://xxx.xxx.xxx orIxx.,0000 Xxxxxxx Xxxxx, for documents filed by PIFXxxxxxxx, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxXX 00000, Attention: Secretary. Participants in the Solicitation SLIC Inverness, Matria and its directors, their respective directors and executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders shareholders of SLIC Matria in connection with the Proposalsproposed transaction. Information regarding the persons who may, under the rules special interests of the SEC, be considered participants these directors and executive officers in the solicitation proposed transaction will be included in the definitive proxy statement/prospectus described above. Additional information regarding Matria’s directors and executive officers is also included in Matria’s proxy statement for its 2007 Annual Meeting of the SLIC stockholders in connection Stockholders, which was filed with the Proposals will be contained in the Statement when such document becomes availableSEC on or about April 30, 2007. This document may be obtained proxy statement is available free of charge at the SEC’s web site at wxx.xxx.xxx and from the sources indicated Matria by contacting them as described above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxx.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matria Healthcare Inc)

Additional Information and Where to Find It. This communication relates Capitol has filed a definitive proxy statement/prospectus, as supplemented, and other relevant documents with the SEC to be used at its annual meeting of stockholders to approve the proposed Transaction involving PIF transaction with Nesco. The proxy statement/prospectus and SLICsupplements have been mailed to stockholders of record as of May 20, along 2019. INVESTORS AND SECURITY HOLDERS OF CAPITOL AND NESCO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, SUPPLEMENTS AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus, supplements and other documents containing important information about Capitol and Nesco through the website maintained by the SEC at xxxx://xxx.xxx.xxx. Copies of the documents filed with the related Proposals for which SLIC stockholder approval will SEC by Capitol and/or Nesco when and if available, can be soughtobtained free of charge on Capitol’s website at xxx.xxxxxxxxxxxxx.xxx or by directing a written request to Capital Investment Corp. IV, 0000 X 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxx XX 00000 or by emailing xxxx@xxxxxxxxxxxxx.xxx. In Participants in the Solicitation Capitol and Nesco and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Capitol’s stockholders in connection with the Proposalsproposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Capitol’s directors and officers in Capitol’s filings with the SEC, SLIC will file a including the definitive proxy statement statement/prospectus and Capitol’s Annual Report on Schedule 14A (Form 10-K for the “Statement”)fiscal year ended December 31, 2018, which was filed with the SEC on March 4, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Capitol’s shareholders in connection with the proposed business combination is set forth in the proxy statement/prospectus. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination is also included in the proxy statement/prospectus. No Offer or Solicitation This communication does not shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or a solicitation sale would be unlawful prior to the registration or qualification under the securities laws of any vote or approvalsuch jurisdiction. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees About Nesco Nesco is one of the Adviser largest providers of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. Nesco offers its affiliatesspecialized equipment to a diverse customer base for the maintenance, may be deemed to be participants in repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco’s coast-to-coast rental fleet of approximately 4,000 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit xxxxx://xxxxxxxxxxxxxx.xxx. About Capitol Investment Corp. IV Capitol Investment Corp. IV is a public investment vehicle formed for the solicitation purpose of unanimous written consent from the stockholders of SLIC in connection with the Proposalseffecting a merger, acquisition or similar business combination. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the SLIC stockholders in connection with the Proposals will be contained in the Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxCapitol is led by Chairman and Chief Executive Officer Xxxx

Appears in 1 contract

Samples: Merger Agreement

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposalsproposed merger, SLIC Express Scripts, Inc. will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement on Schedule 14A (of Medco and Express Scripts, and a prospectus of Express Scripts, as well as other relevant documents concerning the “Statement”)proposed merger. This communication does not constitute an offer Stockholders are urged to sell read the registration statement and the proxy statement/prospectus contained therein regarding the merger when they become available and any other relevant documents as well as any amendments or the solicitation of an offer supplements to buy any securities or a solicitation of any vote or approvalthose documents, because they will contain important information. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders You will be able to obtain a free copy of the documents filed with the SEC free of charge proxy statement/prospectus, as well as other filings containing information about Medco and Express Scripts, at the SEC’s web siteInternet site (xxxx://xxx.xxx.xxx). You will also be able to obtain these documents, hxxx://xxx.xxx.xxx orfree of charge, for documents filed by PIF, from PIF’s in the Investor Relations portion of the Medco website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxxxx.xxx under the heading “Investors” and then under “SEC Filings.” Copies of the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus can also be obtained, free of charge, by directing a request to Investor Relations, 000 Xxxxxxx Xxxx Drive, Franklin Lakes, NJ, 07417, 201-269-3400. Participants in the Solicitation SLIC Medco and its directors, Express Scripts and their respective directors and executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders of SLIC Medco in connection with the Proposalsproposed merger. Information about the directors and executive officers of Medco and their ownership of Medco common stock is set forth in the proxy statement for the Medco 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 8, 2011. Information about the directors and executive officers of Express Scripts and their ownership of Express Scripts common stock is set forth in the proxy statement for the Express Scripts’ 2011 annual meeting of stockholders, as filed with the SEC on Schedule 14A on March 21, 2011. Additional information regarding the interests of those persons and other persons who may, under the rules of the SEC, may be considered deemed participants in the solicitation of merger may be obtained by reading the SLIC stockholders in connection with proxy statement/prospectus regarding the Proposals will be contained in the Statement proposed merger when such document it becomes available. This You may obtain free copies of this document may be obtained free of charge from as described in the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxpreceding paragraph.

Appears in 1 contract

Samples: Medco Health Solutions Inc

Additional Information and Where to Find It. This communication relates to the proposed Transaction merger involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be soughtCAI. In connection with the Proposalsproposed merger, SLIC CAI will file a preliminary proxy statement on Schedule 14A and file or furnish other relevant materials with the Securities and Exchange Commission (the “StatementSEC”). This communication does not constitute an offer Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed or otherwise furnished to sell or the solicitation stockholders of an offer to buy any securities or a solicitation of any vote or approvalCAI. BEFORE MAKING ANY VOTING DECISION, CAI’S STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SECSEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETOIF ANY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION PROPOSED MERGER AND THE PROPOSALSPARTIES TO THE PROPOSED MERGER. This communication is not a substitute for the proxy statement or any other document that may be filed by CAI with the SEC. Investors and security holders stockholders will be able to obtain the documents filed with the SEC (when available) free of charge at the SEC’s web sitewebsite, hxxx://xxx.xxx.xxx orxxxx://xxx.xxx.xxx, for and CAI’s website, xxx.xxxxx.xxx. In addition, the documents filed (when available) may be obtained free of charge by PIFdirecting a request by mail or telephone to: CAI International, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxInc., Xxxxxxx Tower, 0 Xxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Secretary, (000) 000-0000. Participants in the Solicitation SLIC CAI, MHC and its certain of their respective directors, executive officers and officers, certain other members of management and employees of the Adviser CAI and its affiliates, MHC and agents retained by CAI may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders of SLIC CAI in connection favor of the proposed merger. Information about directors and executive officers of CAI and their beneficial ownership of CAI’s common stock is set forth in CAI’s definitive proxy statement on Schedule 14A for its 2021 annual meeting of stockholders, as filed with the ProposalsSEC on April 21, 2021. Information Certain directors, executive officers, other members of management and employees of CAI may have direct or indirect interests in the proposed merger due to securities holdings, vesting of equity awards and rights to other payments. Additional information regarding the direct and indirect interests of these individuals and other persons who may, under the rules of the SEC, may be considered deemed to be participants in the solicitation will be included in the proxy statement with respect to the proposed merger CAI will file with the SEC and furnish to CAI’s stockholders. Forward-Looking Statements This communication includes forward-looking statements within the meaning of Section 27A of the SLIC stockholders Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements included in connection this communication, other than statements of historical fact, are forward-looking statements. Statements about the expected timing, completion and effects of the proposed merger and related transactions and all other statements in this communication, other than historical facts, constitute forward-looking statements. When used in this communication, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. CAI may not be able to complete the proposed merger on the terms described herein or other acceptable terms or at all because of a number of factors, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the failure to obtain stockholder approval or the failure to satisfy the closing conditions in the merger agreement (including the Migration referred to in the merger agreement), (3) the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed merger, (4) risks related to disruption of management’s attention from CAI’s ongoing business operations due to the proposed merger, (5) the effect of the announcement of the proposed merger on the ability of CAI to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (6) the proposed merger may involve unexpected costs, liabilities or delays, (7) CAI’s business may suffer as a result of the uncertainty surrounding the proposed merger, including the timing of the consummation of the proposed merger, (8) the outcome of any legal proceeding relating to the proposed merger, (9) CAI may be adversely affected by other economic, business and/or competitive factors, including, but not limited to, those related to COVID-19, and (10) other risks to consummation of the proposed merger, including the risk that the proposed merger will not be consummated within the expected time period or at all, which may adversely affect CAI’s business and the price of the common stock. Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent CAI’s views as of the date on which such statements were made. CAI anticipates that subsequent events and developments may cause its views to change. However, although CAI may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing CAI’s views as of any date subsequent to the date hereof. Additional factors that may affect the business or financial results of CAI are described in the risk factors included in CAI’s filings with the Proposals will be contained in SEC, including CAI’s Annual Report on Form 10-K for the Statement when such document becomes availableyear ended December 31, 2020, filed with the SEC on March 1, 2021, as updated by CAI’s subsequent filings with the SEC. This document may be obtained free CAI expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of charge from the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxnew information, future events or other occurrences, except as required by applicable law.

Appears in 1 contract

Samples: CAI International, Inc.

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposals, SLIC will file a proxy statement on Schedule 14A (the “Statement”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SECproxies, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents Motorola has filed with the SEC a preliminary proxy statement and will file a definitive proxy statement and other relevant documents concerning the proposals to be presented at the 2008 Annual Meeting of Stockholders. THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT MOTOROLA AND THE 2008 ANNUAL MEETING OF STOCKHOLDERS. When filed, the definitive proxy statement will be available free of charge at the SEC’s 's web site, hxxx://xxx.xxx.xxx or, for documents filed site at http://www.sec.gov or from Motorola at http://www.xxxxxxxx.xxx. Xxe contents of the websites referexxxx xxxxxx xxx xxx xxxmed to be incorporated by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxxreference into the proxy statement. Participants in the Solicitation SLIC Motorola and its directors, directors and executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent from the stockholders of SLIC proxies in connection with the Proposals2008 Annual Meeting of Stockholders. Information regarding Motorola directors and executive officers will be included in the persons who proxy statement. EXHIBIT B --------- MOTOROLA, INC. 1303 East Algonquin Road Schaumburx, Xxxxxxxx 00000 Xxxxx 0, 0000 Xx: Xxxx xx xxx Xxxxxxx Xxxxxx xx Xxxxxxxx X Hereto (the "Icahn Group") Ladies and Gentlemen: This letter agreement shall become effective upon the appointment or election of Keith A. Meister (the "Designee") to the Board of Directorx (xxx "Xxxxx") of Motorola, Inc. (the "Company"). The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each of the Icahn Designees (as defined in the Agreement dated the date hereof between the Company, Carl Icahn, Icahn Partners LP, Icahn Partners Master Fund LP xxx Xxxx River Limited Partnership) may, under if and to the rules extent he desires to do so, disclose information he obtains while a member of the SECBoard to the Representatives (as hereinafter defined) and may discuss such information with any and all such persons. As a result, be considered participants you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, non-public information being furnished to you (and, subject to the restrictions in paragraph 2, your agents, representatives, attorneys, advisors, directors, officers and employees, collectively, "Representatives"), you agree to treat any and all information concerning the solicitation Company that is furnished to you or your Representatives (regardless of the SLIC stockholders manner in connection which it is furnished, including without limitation in written or electronic format or orally, gathered by visual inspection or otherwise) by any Icahn Designee, or by or on behalf of the Company, together with any notes, analyses, compilations, studies, interpretations, documents or records containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, "Evaluation Material"), in accordance with the Proposals will be contained in provisions of this letter agreement, and to take or abstain from taking the Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxother actions hereinafter set forth.

Appears in 1 contract

Samples: Agreement (Icahn Carl C)

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposalsproposed merger and the debt restructuring, SLIC will the Company intends to file with the SEC a proxy statement on Schedule 14A (the “Statement”)and other relevant materials. This communication does not constitute an offer The final proxy statement will be mailed to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approvalCompany stockholders. STOCKHOLDERS INVESTORS AND SECURITY HOLDERS OF SLIC THE COMPANY ARE URGED TO READ ALL THE PROXY STATEMENT AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS MATERIALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLICTHE COMPANY, THE TRANSACTION PROPOSED MERGER AND THE PROPOSALSRESTRUCTURING. Investors The proxy statement and security holders will be able to obtain the other relevant materials (when they become available), and any other documents filed by the Company with the SEC SEC, may be obtained free of charge at the SEC’s 's web sitesite at xxx.xxx.xxx. In addition, hxxx://xxx.xxx.xxx orinvestors and security holders may obtain free copies of the documents (when they are available) filed with the SEC by the Company by directing a request to ISCO International, for documents filed by PIFInc., from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx0000 Xxxxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx, XX 00000, Attn: Xxxxx Xxxxxxx, Corporate Secretary. Participants in the Solicitation SLIC Proposed Merger and the Debt Restructuring The Company and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliates, directors may be deemed to be participants in the solicitation of unanimous written consent proxies from the Company stockholders in favor of SLIC in connection with the Proposalsproposed merger and the debt restructuring. Information regarding the persons who may, under the rules Company's directors and executive officers and their ownership of the SEC, be considered participants Company common stock is set forth in the solicitation of Company's Annual Report on Form 10-K for the SLIC stockholders in connection year ended December 31, 2006, which was filed with the Proposals will be contained SEC on March 30, 2007 and its proxy statement for the 2006 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2007. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of ISCO and its executive officers and directors in the Statement proposed merger and the debt restructuring by reading the proxy statement regarding the proposed merger and the debt restructuring when such document it becomes available. This document may be obtained free of charge from the sources indicated aboveWeb site: xxxx://xxx.xxxxxxxx.xxxXXXXXXX: Xx. ContactXxxxx Xxxxxxx PHONE: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200000-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxINTERNET: xxxxxx@xxxxxxxx.xxx

Appears in 1 contract

Samples: Definitive Merger Agreement (Isco International Inc)

Additional Information and Where to Find It. This communication relates to the proposed Transaction involving PIF and SLIC, along with the related Proposals for which SLIC stockholder approval will be sought. In connection with the Proposals, SLIC will file a proxy statement on Schedule 14A Xxxxxxx Information Services Corporation (the “StatementCompany”). This communication does not constitute an offer to sell or the solicitation , its directors and certain of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF SLIC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE STATEMENT OF SLIC REGARDING THE PROPOSALS WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SLIC, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, hxxx://xxx.xxx.xxx or, for documents filed by PIF, from PIF’s website at hxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Participants in the Solicitation SLIC and its directors, executive officers and certain other members of management and employees of the Adviser and its affiliates, may be deemed to be participants in the solicitation of unanimous written consent proxies from the stockholders of SLIC in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the SLIC stockholders in connection with the Proposals Company’s 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”). The Company plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2014 Annual Meeting (the “2014 Proxy Statement”). None of these potential participants owns in excess of 1 percent of the Company’s Common Stock. Certain directors and officers of the Company own substantial amounts of Class B Common Stock. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be contained set forth in the 2014 Proxy Statement when such document becomes availableand other materials to be filed with the SEC in connection with the 2014 Annual Meeting. This document may information can also be obtained found in the Company’s definitive proxy statement for its 2013 Annual Meeting of Stockholders (the “2013 Proxy Statement”), filed with the SEC on April 1, 2013, or the Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 6, 2013 (the “Form 10-K”). To the extent holdings of the Company’s securities have changed since the amounts printed in the 2013 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. STOCKHOLDERS ARE URGED TO READ THE 2014 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), 2013 PROXY STATEMENT, FORM 10-K AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge from charge, copies of the sources indicated above2014 Proxy Statement (when filed), 2013 Proxy Statement, Form 10-K and any other documents (including the WHITE proxy card) filed or to be filed by the Company with the SEC in connection with the 2014 Annual Meeting at the SEC’s website (xxxx://xxx.xxx.xxx) or at the Company’s website (xxxx://xxx.xxxxxxx.xxx) or by writing to Xxxxxxx Information Services Corporation, Attention: Investor Relations, 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000. Contact: Investors Mxxxxxx Xxxx mxxx@xxxxxxxxxxxxx.xxx Media Axxxxx Xxxxxx 200-000-0000 axxxxx.xxxxxx@xxxxxxxxxxxxx.xxxCONTACTS

Appears in 1 contract

Samples: Execution Version (Stewart Information Services Corp)

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