DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of Purchaser are set forth below. The business address of each director and officer is Xxx Xxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000. All directors and executive officers listed below are United States citizens. Directors of Purchaser are identified by an asterisk. Name Current Principal Occupation or Employment and 5-Year Employment History Xxxx X. Xxxxxxxx* Xxxx X. Xxxxxxxx has served as President and Director of Parent from 2014 to present and as Senior Vice President, Finance—Global Controller of Merck & Co., Inc. from 2014 to present. Xxxxxxxx Xxxxxxxxxx* Xxxxxxxx Xxxxxxxxxx has served as Senior Vice President, Treasurer and Director of Parent from 2019 to present. Prior to that, she served as the Senior Vice President, Finance for GHH of Merck & Co., Inc. from 2014 to 2018. Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx has served as Assistant Treasurer of Parent from 2018 to present. Prior to that, he served as the Executive Director, Pension Investments of Merck & Co., Inc. from 2017 to 2019 and the Director, Pension Investments of Merck & Co., Inc. from 2007 to 2017. Xxxxxxx Xxx Xxxxxxx Xxx has served as Assistant Treasurer of Parent from 2011 to present. Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx has served as Assistant Treasurer of Parent from 2018 to present. Prior to that he served as Executive Director, GHH Finance of Merck & Co., Inc. from 2014 to 2018. Xxx Xxxxxxxxx* Xxx Xxxxxxxxx has served as Director of Parent from 2015 to present and has served as Vice President, and previously, Assistant Vice President, of Parent for the last five years. He also previously served as Secretary of Parent from 2014 to 2017.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, NAME POSITION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---------------------------- ------------------ --------------------------------------------------- Xxxxxxxx X. xxXxxx .........
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The name, current principal occupation or employment and material occupations, positions, offices or employment for at least the past five years, of each director and executive officer of Purchaser are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Purchaser. The current business address of each director and officer of Purchaser is 00000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxxxx 00000. The current business telephone number of each director and officer is (000) 000-0000. Name, Country of Citizenship, Position Present Principal Occupation or Employment; Material Positions Held During the Past Five Years; Certain Other Information Xxxxxx Xxxxx United States of America President; Director See information provided above. Xxxxx Xxxxx United States of America Director See information provided above. Xxxxxxx Xxx United States of America Chief Financial Officer; Vice President; Secretary; Director See information provided above. Xxxxxxxx Xxxxxxxxx Germany; US Permanent Resident Director Xxxxxxxx Xxxxxxxxx is Vice President of Operations of District Photo, Inc., a role to which he was appointed in July 2018. Prior to that role, he was Director of Operations for Parent for ten years. Table of Contents The Letter of Transmittal, certificates for Shares and any other required documents should be sent by each stockholder of the Company or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows: The Depositary for the Offer is: Computershare Trust Company, N.A. If delivering by express mail or other expedited service: Computershare Trust Company, N.A. Attn: Voluntary Corporate Actions 000 Xxxxxx Xxxxxx, Suite V Canton, MA 02021 By mail: Computershare Trust Company, N.A Attn: Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-2011 Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: 0000 Xxxxxxxx, 00xx Xxxxx New York, New York 10018 (000) 000-0000 or Call Toll-Free (000) 000-0000 Email: xxxxxxxxxxx@xxxxxxxx...
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Purchaser are set forth below. The business address of each director and officer is in care of Hewlett-Packard Company, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment currently with Purchaser. None of the directors and officers of Purchaser listed below has, during the past five years (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Other than Xxxxxxxxx X. Xxxxxx, who is a citizen of Canada, all directors and executive officers listed below are citizens of the United States. Name Age Current Principal Occupation or Employment and Five-Year Employment History Xxxxxxx X. Xxxxxxx* 49 Xx. Xxxxxxx was elected the President and Secretary of Purchaser in July 2007. He has been a director since July 2007. Xx. Xxxxxxx was elected Assistant Secretary of Parent in 1999. He was appointed Vice President and Deputy General Counsel of Parent in 2002. Since 1999, he has headed the Corporate, Securities and Mergers and Acquisitions Section of Parent's worldwide legal department. From September 2006 through February 2007, Xx. Xxxxxxx also served as Acting General Counsel of Parent. Xxxxxxxxx X. Xxxxxx* 48 Xx. Xxxxxx was elected Chief Financial Officer of Purchaser in July 2007. She has been a director since July 2007. Please see below under "Directors and Executive Officers of the Parent" for current principal occupation with the Parent and for five-year employment history. Xxxxxx X. Xxxxxx 56 Xx. Xxxxxx has been a director since July 2007. He has served as Parent's Senior Vice President of Global Tax since May 1999 and has held various positions in Parent's tax department since 1980. * Serves as both an executive officer and director of Purchaser.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. SUPPLEMENT, DATED OCTOBER 23, 1997, TO SECTION 18 -- "LEGAL PROCEEDINGS" OF OFFER TO PURCHASE. The Company announced today that the Supreme Court of the State of New York, County of New York, has denied the motion for a preliminary injunction made yesterday by plaintiff Xxxxxxxx Acquisition, Inc., an affiliate of Xxxxx Xxxxxxx, which sought, among other relief, to enjoin the transactions with Purchaser and related parties and to order the Company to consummate a transaction with plaintiff. Counsel to Xx. Xxxxxxx has informed the Company that he will not appeal the decision. Unspecified damage claims by Xx. Xxxxxxx remain outstanding. See Section 12 of the Offer to Purchase, "The Offer and Merger; Merger Agreement and Related Agreements -- Indemnity Agreement." To the Holders of Common Stock of Xxxxxxxx Corporation INTRODUCTION Xxxxxx Acquisition, Inc., a New York corporation ("Purchaser"), hereby offers to purchase all outstanding shares of common stock, $1.00 par value per share (the "Company Common Stock" or the "Shares"), of Xxxxxxxx Corporation, a New York corporation (the "Company"), at $12.25 per Share, net to the seller in cash (the "Offer Price"), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). The Purchaser is a wholly-owned subsidiary of Xxxxxx Acquisition, LLC, a Delaware limited liability company ("Parent"). Tendering shareholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. However, any tendering shareholder or other payee who fails to complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal may be subject to a required backup federal tax withholding of 31% of the gross proceeds payable to such shareholder or other payee pursuant to the Offer. See Section 3. Purchaser will pay all charges and expenses of ChaseMellon Shareholder Services, L.L.C., which is acting as the Depositary (in such capacity, the "Depositary"), and MacKenzie Partners, Inc., which is acting as Information Agent (in such capacity, the "Information Agent"), incurred in connection with the Offer in accordance with the terms of agreements entered into between Purchaser and such persons. See Section 17. For purposes of this...
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name, citizenship, present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Purchaser, as well as a description, if applicable, of any criminal, judicial or administrative proceedings involving such director or executive officer of Purchaser. Unless otherwise indicated, the current business address of each such person is c/o Gilat Satellite Networks Ltd., 21/D Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxx, Xxxxx Xxxxx 49130, Israel.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. Following are the names and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Purchaser. Each such person is a citizen of the United States of America and the business address of each such person is c/o Castle Acquisition Company, Inc., 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000. Unless otherwise indicated, each such person has held his or her present occupation as set forth below, or has been an executive officer at Purchaser or the organization indicated, for the past five years (or inception with respect to Purchaser): See, "DIRECTORS AND EXECUTIVE OFFICERS OF PARENT"
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Purchaser. The business address of each such person is c/o Minolta Co., Ltd., 0-00 Xxxxxx-xxxxx 0-xxxxx, Xxxx-xx, Xxxxx 000-0000, Xxxxx.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of Purchaser. Each such person is a citizen of the United States of America and the business address of each such person is c/o Cendant Corporation.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER. At and after the Effective Time Purchaser's Board of Directors shall be increased by two members, Purchaser shall cause Josexx Xxxxx xxx Jasox Xxxx xx be appointed to serve in the newly created positions and Jamex Xxxxxxx xxxll be designated Chairman of the Board. At and after the Effective Time, Josexx Xxxxx xxx John Xxxxx, xxspectively, will be designated as Chief Executive Officer and President of Purchaser, and each will report directly to Purchaser's Board of Directors.
