S-3. Prior to the closing of the transactions contemplated by the Merger Agreement, ADP shall enter into a registration rights agreement with the Shareholders (which registration rights agreement will provide that the Company will pay the applicable SEC registration fee for the registration statement contemplated by such agreement) and, as contemplated thereby, agrees to file promptly after the Registration Statement (as defined in the Merger Agreement) is declared effective and use its reasonable commercial efforts to have declared effective by the SEC on or prior to Effective Time a registration statement on Form S-3 (the "FORM S-3") covering the shares of ADP Common Stock to be received by the Shareholders in the Merger in exchange for their Shares and use its reasonable commercial efforts to maintain the effectiveness of such registration statement until the earlier of (x) the date all such shares are disposed of and (y) one year from the date of effectiveness.
S-3. 4 Xxxxxx......................................47
S-3. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied.
S-3. 6 It is clarified that In case dimensions mentioned in the packing list indicate width more than length, the higher dimension will be treated as length and lower dimension as width for deciding the category of the consignment, if considered feasible for such loading. S-3.7 Plates having the width approximate 200 cm (198 cm to 200 cm) shall be transported through C1/ C2/C3 category trailer (as applicable from the point of view of total consignment weight) in place of A-4 category (Torus). The payment shall be made for actual capacity of the vehicle as per RC.
S-3. Shift Exchange at Western and Eastern State Hospitals – Dated September 27, 2012 DEPARTMENT OF SOCIAL AND HEALTH SERVICES ........................................................ S-5 Union Management Communication Subcommittee Related to Substance Abuse – Dated September 27, 2012 DEPARTMENT OF TRANSPORTATION .............................................................................. S-6 Emergency Schedules and Premium Pay Equipment List – Dated September 24, 2012 SIGNATURE PAGES
S-3. Once Reorganized Holdco is eligible to file a registration statement on Form S-3, Holders of at least 5% of the outstanding Common Shares on a fully-diluted basis may request that Reorganized Holdco file a registration statement under the Securities Act on Form S-3 (or similar or successor form) or conduct a shelf takedown off of a Form S-3 (or similar or successor form), covering common shares held by such Holder on either a resale or underwritten offering basis, to the extent such Holders are affiliates of Reorganized Holdco or otherwise hold restricted or control securities. •
S-3. Adam Janovic in the presence of:
S-3. THIS MASTER CREDIT AGREEMENT is entered into as of October 31, 1998 by SEA PINES ASSOCIATES, INC. and SEA PINES COMPANY, INC., both corporations organized and existing under the laws of the State of South Carolina (collectively the "Borrower") and WACHOVIA BANK, N.A., a national banking association (the "Bank").
S-3. 3 To the Holders of Common Stock of Integrated Living Communities, Inc.: INTRODUCTION SLC Acquisition Corp., a Delaware corporation (the "Purchaser"), and a wholly owned subsidiary of Whitehall Street Real Estate Limited Partnership VII, a Delaware limited partnership (the "Parent"), hereby offers to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of INTEGRATED LIVING COMMUNITIES, INC., a Delaware corporation (the "Company"), at $11.50 per Share, net to the seller in cash, without interest upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which collectively constitute the "Offer"). Stockholders of the Company (the "Holders") who tender Shares will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 3 to the Letter of Transmittal, transfer taxes on the purchase of Shares by the Purchaser pursuant to the Offer. The Purchaser will pay all charges and expenses of ChaseMellon Shareholder Services, L.L.C. (the "Depositary") and MacKenzie Partners, Inc. (the "Information Agent") related to the Offer. See Section 16. The Board of Directors of the Company has unanimously approved the Merger Agreement and the transactions contemplated thereby and has determined that the terms of the Offer and the Merger are fair to, and in the best interests of, the Holders and recommends that Holders accept the Offer and tender their Shares pursuant to the Offer. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW) THAT NUMBER OF SHARES WHICH CONSTITUTES AT LEAST A MAJORITY OF THE OUTSTANDING SHARES ON A FULLY-DILUTED BASIS ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION"), (II) THE EXPIRATION OR TERMINATION OF ANY WAITING PERIOD UNDER THE HART-XXXXX-XXXXXX XXXITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE REGULATIONS THEREUNDER (THE "HSR ACT") APPLICABLE TO THE PURCHASE OF SHARES PURSUANT TO THE OFFER AND (III) THE SATISFACTION OF THE OTHER CONDITIONS SET FORTH IN SECTION 14. THE OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION. Pursuant to a Voting and Tender Agreement, dated as of May 29, 1997 (the "Voting and Tender Agreement"), with the Purchaser and the Parent, Integrated Health Services, Inc. a Delaware corporation ("IHS"), the owner of approximately 37.3% of the outstanding Shares, has agreed, among other things, to ten...
