CERTAIN INFORMATION CONCERNING PURCHASER Sample Clauses

CERTAIN INFORMATION CONCERNING PURCHASER. PharmaInvest, L.L.C., a Delaware limited liability company, was formed in August 1997 to act as nominee for Pharmaceutical Royalties, L.L.C., a Delaware limited liability company formed in July 1996 and Pharmaceutical Royalty Investments Ltd., a Bermuda company formed in May 1996, each of which has been organized to invest in royalty interests and contingent payment rights ("CPRs") which derive cash payments based on the sale of pharmaceutical and biotechnology products. The Purchaser and the Funds are managed by Pharmaceutical Partners, L.L.C. ("PPLLC"). The principal executive offices of PPLLC are located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. The name, business address, present principal occupation or employment, five-year employment history and citizenship of each member of Purchaser are set forth in Schedule I hereto. Except as described in this Offer to Purchase, during the last five years neither Purchaser nor, to the best knowledge of Purchaser, any of the persons listed in Schedule I hereto (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, Federal or state securities laws or finding any violation of such laws. Except as described in this Offer to Purchase, (i) neither Purchaser or, to the best knowledge of Purchaser, any of the persons listed in Schedule I hereto or any affiliate of any such person, beneficially owns or has a right to acquire any Unit and (ii) neither Purchaser, or, to the best knowledge of Purchaser, any of the other persons referred to above, or any affiliate of any of the foregoing, has effected any transaction in the Units during the past 60 days. Except as described in this Offer to Purchase, (i) neither Purchaser or, to the best knowledge of Purchaser, any of the persons listed in Schedule I has any contract, arrangement, understanding or relationship (whether or not legally enforceable) with any other person with respect to any Units, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any Units, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or wi...
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CERTAIN INFORMATION CONCERNING PURCHASER. 17 10. SOURCE AND AMOUNT OF FUNDS........................................... 18 11.
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CERTAIN INFORMATION CONCERNING PURCHASER. Information Concerning Purchaser Purchaser: DuraVest Inc. The principal activity of Purchaser is the initiation of strategic investments in leading edge medical technology. The purpose of the Offer is: To acquire a majority stake in the Company in combination with to capital increases to fund (among other) the US approval of the PST Therapy and to finance further clinical trials. Source and Amount of Funds The offer is conditioned on the Purchaser obtaining sufficient financing on terms and conditions satisfactory to Purchaser. To finance the Offer, Purchaser shall require up to US$ 7.7 MM which it anticipates obtaining through a bridge financing. These funds will be used to finance the Offer as well as the following Transactions: - finance the subscription of 5,700,000 shares of common stock in BMTS, par value $ 0.01 per share, for a purchase price of US$ 0.32 per share for a total consideration of US$ 1,824,000 - finance the additional subscription of 8,362,500 shares for a purchase price of US$ 0.32 per share for a total consideration of US$ 2,676,000 immediately upon amendment of the BMTS Charter to increase the number of authorized shares to a sufficient number to allow the issuance thereof. For this purpose the Company has given NOTICE to its shareholders that a Special Meeting of Shareholders will be held on December 28, 2005, at Brienner Strasse 1, D-80333 Munich, Germany, beginning at 00:00x xxxxx xxxx (XXX). Manually signed facsimile copies of the Letter of Transmittal will be accepted, however, Purchaser must receive the original stock certificate to which such Letters of Transmittal relate. The Letter of Transmittal, certificates for Shares and any other acquired documents should be sent or delivered by each Shareholder to Purchaser at the following address: DuraVest Inc. Ogan Gurel, MD MPhil Chief Executive Officer 11 Xxxxx XxXalle Street, 5th Floor Chicago, Illinois 60600 - 0000 XXX Tel: 001 - (312) 423-2763
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CERTAIN INFORMATION CONCERNING PURCHASER. 4 3. CAPITALIZATION OF PURCHASER.....................................4
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CERTAIN INFORMATION CONCERNING PURCHASER. Purchaser was formed in 1988 to develop wireless cable television systems in mid-sized markets throughout the United States. As of August 31, 1998, Purchaser provided analog subscription television service to approximately 116,900 subscribers through 32 operational wireless cable systems located in selected U.S. markets. Purchaser also has significant wireless cable (microwave) frequency interests in 19 other U.S. markets. As of August 31, 1998, Purchaser had approximately 10.0 million Estimated Households in Service Area in its markets, although some of these households will be "shadowed" and unable to receive the services offered by Purchaser due to certain characteristics of the particular market, such as transmitter height and transmission power, terrain and foliage, that impact line of sight service requirements. Wireless cable systems use microwave frequencies licensed by the FCC to transmit signals over the air from a transmission tower to a microwave receiver installed at the subscriber's home or business. Licenses for wireless cable frequencies, which utilize up to approximately 200 megahertz of radio spectrum, are given a 35 mile protected service area to transmit signals from their central transmission point, although increases in transmission power and other factors may expand the coverage area of a system to approximately 40 to 50 miles from the central transmission point. Because microwave signals are transmitted over the air, wireless cable technology does not require the large networks of cable and amplifiers utilized by franchise cable operators to deliver services. Thus, wireless cable technology has been developed as a reliable, yet relatively low cost, medium to provide services to subscribers in single family homes, multiple dwelling units and commercial properties. For additional information about Purchaser business, see the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998 incorporated by reference herein. See "Available Information."
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CERTAIN INFORMATION CONCERNING PURCHASER. Purchaser is the record holder of 401,381 Shares it has acquired in 2011. The average price per share for the Shares was approximately $9.23. Purchaser agreed that if it acquired additional Shares pursuant to an offer to all shareholders, the purchase price of the Shares in the individual transactions would be increased by the difference between the actual purchase price and the Offer Price. Except as set forth in this Offer to Purchase, none of Parent, Purchaser nor, to the best knowledge of Parent or Purchaser, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with the Company or any of its executive officers, directors or affiliates. Except as set forth in this Offer to Purchase, there have been no material contacts, negotiations or transactions between Parent or any of its subsidiaries or, to the best knowledge of Parent or Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of the Company's securities, an election of the Company's directors or a sale or other transfer of a material amount of the Company's assets during the past two years. None of the persons listed in Schedule I has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons listed in Schedule I to this Offer to Purchase has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
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CERTAIN INFORMATION CONCERNING PURCHASER. Upon the successful completion of the Offer (including satisfaction of the Minimum Condition (as defined below)), Xx. Xxxxxxx will transfer all of the Shares owned by him to Purchaser to effect a merger of Purchaser with and into Atalanta/Sosnoff with Atalanta/Sosnoff being the surviving corporation. See "Special Factors -- Purpose and Structure of the Offer and Xxxxxx; Reasons of Purchaser and Xx. Xxxxxxx for the Offer and Merger" and "Special Factors -- The Merger Agreement and Tender Agreements." WHY ARE YOU MAKING THIS OFFER? We are making this Offer to acquire all of the outstanding Shares that Xx. Xxxxxxx does not already own. See "Introduction" and "Special Factors -- Purpose and Structure of the Offer and Xxxxxx; Reasons of Purchaser and Xx. Xxxxxxx for the Offer and Merger." WHAT SHARES ARE BEING SOUGHT IN THE OFFER?
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CERTAIN INFORMATION CONCERNING PURCHASER. Atalanta Acquisition Company, a Delaware corporation, was formed by Xx. Xxxxxxx to acquire all of the outstanding Shares not already owned by him pursuant to this Offer and Merger and has not conducted any activities other than in connection with this Offer and Merger since its organization. Xx. Xxxxxxx currently owns all of the issued and outstanding capital stock of Purchaser. The principal executive offices of Purchaser are located at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (telephone number (000) 000-0000). Purchaser currently does not own any Shares. Upon successful completion of this Offer (including satisfaction of the Minimum Condition), Xx. Xxxxxxx currently intends to transfer all Shares owned by him to Purchaser to permit Purchaser to effect the Merger. See "Special Factors -- The Merger; Plans for the Company after the Offer and Merger; Certain Effects of the Offer and Merger." As of the date hereof, Xxxxxx X. Xxxxxxx is the President and Secretary of Purchaser and the sole member of the board of directors of Purchaser. See Schedule I to this Offer to Purchase for Xx. Xxxxxxx'x business address, principal occupation or employment, five year employment history and citizenship. As described in this Offer to Purchase, following completion of the Merger, it is currently expected that the current officers of the Company and its subsidiaries will remain as officers of the Surviving Company or one of its subsidiaries and the current directors on the Board (other than Xx. Xxxxxxx) will cease to serve on the Board of the Surviving Corporation, although Xx. Xxxxxxxxx is currently expected to serve on the board of directors (or similar governing body) of one or more of the Company's subsidiaries. Except as set forth in this Offer to Purchase, none of Purchaser, Xx. Xxxxxxx or, to the best knowledge of Purchaser and Xx. Xxxxxxx, any of the persons listed on Schedule I, or any associate or majority-owned subsidiary of any of the foregoing, beneficially owns or has a right to acquire any Shares; and (b) none of Purchaser, Xx. Xxxxxxx, or, to the best knowledge of Purchaser and Xx. Xxxxxxx, any of the persons or entities referred to above, nor any of the respective executive officers, directors or subsidiaries of any of the foregoing, has effected any transaction in Shares during the past 60 days. Except as set forth in this Offer to Purchase, no purchases of Shares were made by Purchaser or Xx. Xxxxxxx during the past two years. Except as provided by the Merger ...
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CERTAIN INFORMATION CONCERNING PURCHASER. PURCHASER. Purchaser, a newly incorporated Delaware corporation, has not conducted any business other than in connection with the Offer and the Merger Agreement. Until immediately prior to the time that Purchaser acquires the Shares in the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities, or will engage in any significant activities other than those incident to its formation and the transactions contemplated by the Offer and Merger. All of the issued and outstanding shares of capital stock of Purchaser are held by the Cherry Family Members who also own about 53% of the outstanding Shares. The principal address of Purchaser is 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000. The telephone number of Purchaser is (000) 000-0000. Xxxxx X. Xxxxxx is the sole director and officer of Purchaser. He is also the President and Chairman of the Company. His business address is 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000. He is a U.S. citizen. Except as described in this Offer to Purchase (i) neither Purchaser nor, to the best of its knowledge, Xxxxx X. Xxxxxx or any of the Cherry Family Members, or any associate or majority-owned subsidiary of Purchaser, beneficially owns or has any right to acquire, directly or indirectly, any equity securities of the Company and (ii) neither of Purchaser nor, to the best of its knowledge, any of the persons or entities referred to above has effected any transaction in such equity securities during the past 60 days. It is currently contemplated that certain affiliates of the Cherry Family Members may sell up to 90,136 Shares in the open market during the Offer period at or below the Offer Price. If these Shares are sold, Xxxxx X. Xxxxxx will be entitled to one-third of the income from the proceeds of the sale of 45,000 Shares, and Xxxxxxxx Xxxxxx, Xxxxx X. Xxxxxx'x mother, will be entitled to receive the proceeds from the sale of 766 Shares. These Shares were not included when calculating the Cherry Family Members' ownership of approximately 53% of the outstanding Shares. Except as described in this Offer to Purchase, neither Purchaser nor, to the best of its knowledge, Xxxxx X. Xxxxxx or any of the Cherry Family Members has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, joint ...
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Related to CERTAIN INFORMATION CONCERNING PURCHASER

  • Information Concerning Company The Reports contain all material information relating to the Company and its operations and financial condition as of their respective dates which information is required to be disclosed therein. Since the date of the financial statements included in the Reports, and except as modified in the Other Written Information or in the Schedules hereto, there has been no material adverse change in the Company's business, financial condition or affairs not disclosed in the Reports. The Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.

  • Information Concerning the Company Buyer has conducted its own due diligence with respect to the Company and its liabilities and believes it has enough information upon which to base an investment decision in the Stock. Buyer acknowledges that Seller has made no representations with respect to the Company, its status, or the existence or non-existence of liabilities in the Company except as explicitly stated in this Agreement. Buyer is taking the Company “as is” and acknowledges and assumes all liabilities of the Company.

  • Certain Information The Company agrees to provide Holder at any time and from time to time with such information as Holder may reasonably request for purposes of Holder’s compliance with regulatory, accounting and reporting requirements applicable to Holder.

  • Full Information Concerning Ownership Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been duly completed and signed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

  • Access to Information Concerning Properties and Records Subject to the inability of the Company to provide Parent and Sub access to confidentiality agreements in standard form relating to potential acquisition or business combination transactions by which the Company or any of its Subsidiaries is bound, during the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1 hereof, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors (other than "non-management" directors), employees, -------------- accountants, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall reasonably desire of the affairs of the Company and its Subsidiaries; provided, however, that such investigation shall not affect the representations -------- ------- and warranties made by the Company in this Agreement. The Company shall furnish promptly to Parent and Sub (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (y) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request.

  • Information Concerning the Fund and SubAdviser From time to time as the Adviser or the Fund may request, the SubAdviser will furnish the requesting party information and reports on portfolio transactions and reports on Fund assets held in the portfolio, all in such detail, form and frequency as the Adviser or the Fund may reasonably request. The SubAdviser will also provide the Adviser with notice and analysis of events that may affect or relate to the valuation of the Fund’s portfolio.

  • Information Concerning Financial Condition of the Credit Parties No Party has any responsibility for keeping any other Party informed of the financial condition of the Credit Parties or of other circumstances bearing upon the risk of nonpayment of the Original First Lien Obligations, the Original Second Lien Obligations or any Additional Obligations, as applicable. Each Party hereby agrees that no Party shall have any duty to advise any other Party of information known to it regarding such condition or any such circumstances. In the event any Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other Party to this Agreement, it shall be under no obligation (a) to provide any such information to such other Party or any other Party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information.

  • Treatment of Certain Information; Confidentiality Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

  • Representation Concerning Filing of Legal Actions Employee represents that, as of the date of this General Release, Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Company or any of the other Released Parties in any court or with any governmental agency.

  • Requests to Transfer Information to Third Parties In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

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