XXX COMPANY Sample Clauses

XXX COMPANY. At the same time, Big Flower's financial advisors continued discussions with Xxxxxx X. Xxx Company regarding the financial terms of the merger, including discussions to clarify the terms of the PIK preferred stock and attached warrants, and the terms of the financing commitments with respect to the proposed merger. The Big Flower board of directors, other than Messrs. Xxxxx and Xxxxxx, who recused themselves, met on June 27 at which time it received an update on the status of negotiations. Big Flower's legal advisors reported that most of the issues had been resolved, but that there were still some issues with respect to closing conditions, conditions under which expenses would be payable and a small number of relatively minor issues. The board of directors directed its legal advisors to continue negotiations with Xxxxxx X. Xxx Company. The Big Flower board of directors, other than Messrs. Xxxxx and Xxxxxx, who recused themselves, met on June 29 at which time it unanimously approved the original merger agreement and the transactions contemplated in the original merger agreement. On June 29, 1999 the original merger agreement was signed and publicly announced. Following announcement of the original merger, several stockholders, including Big Flower's largest stockholder, expressed disappointment with the terms of the original merger agreement, on the grounds that the overall merger consideration should have been greater and that the preferred stock with warrants was unattractive to them. In addition, the trading price of Big Flower's stock remained well below the nominal $35.25 price per share which was being offered to stockholders in the original merger agreement. In early August, at the request of Xx. Xxxxxxxxx, representatives of Big Flower contacted Xxxxxx X. Xxx Company and asked that Xxxxxx X. Xxx Company consider revising the terms of the merger to provide $35.25 in cash. Representatives of Xxxxxx X. Xxx Company indicated that they were not willing to do so at that time but might be open to considering an all cash proposal at a later time. After signing the original merger agreement, Xx. Xxxxx continued to work regularly with Xxxxxx X. Xxx Company and Evercore Capital Partners on planning arrangements for participation of management of Big Flower and its operating subsidiaries in the post recapitalization company, including the use of a rabbi trust, the possibility of modifying the transaction terms to all cash and the amount of cash and the financi...
Sample 1
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XXX COMPANY. The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the Common Stock issuable upon the exercise of such Rights (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such stock (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) be issued in the name of (or to, as the case may be): ____________________________________________ (Please print name and address) ___________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number__________________________________________ __________________________________________________ (Please print name and address) __________________________________________________ Dated: __________________ Signature Signature Medallion Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized Medallion Signature Guarantee Program. The undersigned hereby certifies that:
Sample 1
XXX COMPANY. Xxxxxx X. Xxx Company had increased the cash portion of its proposal to $30.00 and reduced the PIK preferred stock portion of the purchase price to a $5.00 liquidation preference PIK preferred stock, but representatives of Xxxxxxx Xxxxx and Xxxxxxxx Xxxxxxx indicated that the proposed PIK preferred stock/warrant package contained terms that they believed to be unfavorable compared to market practice and that those terms could be enhanced. These unfavorable terms included a high warrant exercise price, extensive restrictions on the ability to exercise the warrants, and the ability of Big Flower to redeem the PIK preferred stock in a relatively short time frame, each of which the financial advisors advised was contrary to prevailing market practice, and a low level of PIK preferred stock offered in exchange for Big Flower common stock. After discussion with its financial advisors, the board of directors instructed its financial advisors to attempt to improve the terms of the PIK preferred stock and warrants in the following ways: - lowering the exercise price on the warrants to a nominal amount, - eliminating or reducing restrictions on when the warrants could be exercised, - protecting against Big Flower's ability to redeem the PIK preferred stock in a relatively short time frame, and - increasing the amount of the PIK preferred stock being offered per share of Big Flower common stock.
Sample 1
XXX COMPANY. In preparing its opinion, Xxxxxxxx Xxxxxxx performed a variety of financial and comparative analyses, including those described below. The summary of these analyses does not purport to be a complete description of the analyses underlying Berenson Xxxxxxx'x opinion. The preparation of a fairness opinion is a complete analytic process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Furthermore, in arriving at its opinion, Xxxxxxxx Xxxxxxx did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Xxxxxxxx Xxxxxxx believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying such analyses and opinion. In its analyses, Xxxxxxxx Xxxxxxx made numerous assumptions with respect to Big Flower, industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Big Flower's control. The estimates contained in these analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by these analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Berenson Xxxxxxx'x opinion and analyses were only one of various factors considered by the Big Flower board of directors in its evaluation of the merger and should not be viewed as determinative of the view of the board of directors of Big Flower with respect to the merger consideration to be received by the holders of common stock of Big Flower, other than the members of management retaining shares of Big Flower common stock in the merger, as to whom Xxxxxxxx Xxxxxxx did not deliver an opinion, or the merger. The following is a summary of the material analyses perform...
Sample 1
XXX COMPANY. By: ------------------------------------ Name: ----------------------------- Title: Secretary
Sample 1
XXX COMPANY. Consent to Electronic Delivery Signature: /s/ Xxxxx Xxxxx /s/ MB By initialing this paragraph and providing an e-mail address, the Client consents, in accordance with the provisions of this Agreement, to FTC's delivery of Required Documents in electronic form at FTC's discretion, in lieu of a separate mailing of paper copies until such time as the Client revokes this consent in writing. The Client understands that there may be security risks in accessing Account information through the Internet and accepts those risks. If the Client elsewhere consents to electronic delivery of Required Documents (such as through the Online Services) either prior or subsequent to the execution of this Agreement, the absence of consent to electronic delivery in this Agreement shall not negate such other consent. For the convenience of the Client, FTC reserves the right to deliver electronically any additional Account communications that are not required by law to be delivered in writing. Name: Xxxxx Xxxxx Title: CFO-EVP Address: 000 Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Telephone: 000-000-0000 E-mail Address: xxxxx.xxxxx@xxx.xxx Country of Citizenship: Not Applicable Date:
Sample 1
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XXX COMPANY. By: ----------------------------------------- Name: ----------------------------------- Title: -----------------------------------
Sample 1

Related to XXX COMPANY

  • Xxxxx, Haldimand, Norfolk (a) An employee shall be granted five working days bereavement leave with pay upon the death of the employee’s spouse, child, stepchild, parent, stepparent, legal guardian, grandchild or step-grandchild.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Xxxxxxxx Tobacco Co the jury returned a verdict in favor of the plaintiff, found the decedent, Xxxxxxx Xxxxxx, to be 30% at fault and RJR Tobacco to be 70% at fault, and awarded $7 million in compensatory damages and $8.5 million in punitive damages.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Xxxxxx, P A., special counsel for IMC, in IMC's capacity as both Seller and Servicer under the Sale and Servicing Agreement, and/or Xxxxx & Xxxxxx LLP shall have furnished to the Underwriters their written opinion or opinions, addressed to the Underwriters and the Depositor and dated the Closing Date, in form and substance satisfactory to the Underwriters, to the effect that:

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Xxxxxxx, P Eng. So what does this have to do with design? We all experience various sorts of training to provide us with specific skills that we use on a daily basis. People of my generation have had to become computer literate. Once that skill has been acquired, we integrate it into our approach to design. The training associated with those specific skills keeps I took golf lessons last spring, and in the process found myself examining some realities about the inputs associated with design. Unfortunately that seems to be the only measurable outcome of the lessons. As I stood on the smooth artifi- cial turf in the Golf Dome, my instructor kept reminding me to check my grip, balance my weight, swing through the ball, etc. His comments after each swing were intended to help me develop a con- sistent, repeatable swing that would result in the ball going straight ahead and into the end of the dome. He was training me to use a five- iron properly without having to spend a great deal of time thinking about the process. Just address the ball and hit it. At about the same time, I was going through the training manual for a new piece of software that promised to make me more efficient in my work. The feedback loop in the training program was remark- ably similar to the feedback loop at the Golf Dome. Both were intended to get me to the point where I could use a “tool” without worrying about the operational details. I was being trained. If I turned out to be successful in this training process, my “game” would improve. I would have gained “value”. Let’s assume for a minute that my golf lessons had worked. Within the constraints of time and season, I would have come away with an enhanced skill using a specific golf club under “ideal” conditions. Under the conditions in which I received my training I could use that particu- lar tool with improved skill. But when I headed out to face the Manitoba golf course environment, complete with wind, sloped surfaces, trees, water and mosquitoes, well would my specialized training fit into this “bigger picture”? Notwithstanding my newly acquired skill with my five iron, the other ten clubs remained less than useful. Protect best what you value most. At Maritime Life, we offer engineers and geoscientists disability insurance at a price you can afford. Find out more about the CCPE-sponsored disability benefit plan. It won’t hurt to call us! Contact Maritime Life at 0-000-000-0000 or visit us at xxx.xxxxxxxxxxxx.xx/xxxxxxxxxxxx Program sponsored by:

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