Securities Sought. All outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Power Medical Interventions, Inc.
Securities Sought. All of the outstanding shares of common stock, par value $0.001 per share, of Exa. Offer Price Per Share: $24.25 payable net to the holder thereof in cash, without interest, subject to any withholding of taxes required by applicable law. Scheduled Expiration of the Offer: 5:00 P.M., New York City time (the "Expiration Time"), on November 9, 2017 (the "Expiration Date," unless the Offer is extended pursuant to and in accordance with the terms of the Merger Agreement, in which event "Expiration Date" will mean the latest time and date at which the Offer, as so extended, will expire). Purchaser: 3DS Acquisition 3 Corp., a direct wholly owned subsidiary of Parent.
Securities Sought. All outstanding shares of common stock, no par value (the “Shares”), of Epolin, Inc. Price Offered Per Share: $0.22 per Share in cash, without interest, less applicable withholding taxes Scheduled Expiration Date: 5:00 PM, New York City time, at the end of June 12, 2012 Purchaser: Polymathes Acquisition I Inc., a direct wholly owned subsidiary of Polymathes Holdings I LLC.
Examples of Securities Sought in a sentence
I discuss that although initially presented as an argument against the MTC, partial control turns to be a problem for the ATC too.
But many courts have upheld the term against vagueness challenges.
Securities Sought All issued and outstanding shares of common stock, par value $0.001 per share, of Move, Inc.
Securities Sought Subject to certain conditions, including the satisfaction of the Minimum Tender Condition, as described below, all of the issued and outstanding shares of common stock, par value $0.0001 per share, of ARMO.
Miscellaneous64Schedule I—Directors and Executive Officers of LabCorp and the PurchaserSCH-1 SUMMARY TERM SHEET Securities Sought: All outstanding shares of Monogram Biosciences, Inc.
More Definitions of Securities Sought
Securities Sought. All outstanding shares of AveXis common stock (the "Shares") Price Offered Per Share: $218.00 net to you in cash, without interest and subject to any tax withholding (subject to increase in certain circumstances as described herein) Scheduled Expiration of Offer: 12:00 Midnight, New York City time, at the end of the day of Monday, May 14, 2018, unless extended Purchaser: Novartis AM Merger Corporation, an indirect wholly-owned subsidiary of Parent AveXis Board Recommendation: After careful consideration, the AveXis board of directors has unanimously (i) approved and declared advisable the Merger Agreement, the Offer, the Merger and the other Transactions, (ii) determined that the Offer, the Merger and the other Transactions are fair to and in the best interests of AveXis and its stockholders, (iii) acknowledged and agreed that the Merger shall be effected under Section 251(h) of the DGCL and that the Merger shall be effected as soon as practicable following the Acceptance Time and (iv) recommended that the AveXis stockholders accept the Offer and tender their Shares pursuant to the Offer. Who is offering to buy my shares? Purchaser is Novartis AM Merger Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent, formed for the purpose of making this Offer and acquiring all outstanding Shares, and Parent is a stock corporation organized under the laws of Switzerland. See the
Securities Sought. All issued and outstanding shares of Common Stock, no par value, of X.X. Xxxxx Arts & Crafts, Inc., a Pennsylvania corporation. Price Offered Per Share: $1.60 in cash, without interest and less any required withholding taxes. Scheduled Expiration of Offer: 12:00 midnight, New York City time, at the end of Wednesday, November 16, 2011 unless the Offer is otherwise extended or earlier terminated. Purchaser: Sbar’s Acquisition Corporation, a Pennsylvania corporation and wholly owned subsidiary of Xxxxxx Crafts LLC, a Delaware limited liability company. Who is offering to buy your securities? We are Sbar’s Acquisition Corporation, a Pennsylvania corporation formed for the purpose of making this Offer. We are a wholly owned subsidiary of Xxxxxx Xxxxxx LLC, a Delaware limited liability company, also formed for the purpose of acquiring X.X. Xxxxx Arts & Crafts, Inc. Sbar’s Acquisition Corporation and Xxxxxx Xxxxxx LLC are each controlled by Xxxxxx “Xxxx” Xxxxxxx. Xx. Xxxxxxx also controls Sbar’s, Inc. (“Sbar’s”), a New Jersey corporation and distributor of arts and crafts merchandise. According to the Company, Sbar’s is the Company’s largest arts and crafts merchandise vendor, supplying product across many merchandise categories for retail sale in the Company’s store locations. Unless the context indicates otherwise, in this summary term sheet and elsewhere in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Sbar’s Acquisition Corporation and, where appropriate, Xxxxxx Xxxxxx LLC. We use the term “Parent” to refer to Xxxxxx Xxxxxx LLC alone, the term the “Purchaser” to refer to Sbar’s Acquisition Corporation alone, and the term the “Company” to refer to X.X. Xxxxx Arts & Crafts, Inc., a Pennsylvania corporation. See “Introduction” and Section 9 — “Certain Information Concerning Parent and Purchaser” in this Offer to Purchase for more information. What are the classes and amounts of securities sought in the Offer? We are offering to purchase all of the outstanding shares of Common Stock, no par value, of the Company on the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal. Unless the context otherwise requires, in this summary term sheet and elsewhere in this Offer to Purchase we use the term “Shares” to refer to each share of the Company’s Common Stock, no par value. For more information, see “Introduction” and Section 1 — “Terms of the Offer” in this Offer to Purchase.
Securities Sought. All of the outstanding shares of common stock, par value $0.001 per share (the "Company Common Shares" or the "Shares"), of the Company.
Securities Sought. All outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Javelin Pharmaceuticals, Inc. (the "Company") Consideration Offered Per Share: $2.20 per Share (the "Offer Price"), net to the seller in cash, without interest and less any required withholding taxes Scheduled Expiration Time: 12:00 midnight, New York City time, on Tuesday, May 18, 2010 Purchaser: Discus Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of Hospira, Inc. (the "Parent") Minimum Tender Condition: The Offer (as defined below) is conditioned on the majority of the Shares being tendered and not properly withdrawn (referred to as the "Minimum Tender Condition" as further described in Section 15—"Certain Conditions of the Offer") Company Board of Directors' Recommendation: The Company's board of directors (the "Company Board") recommends that the Company's stockholders tender their Shares in the Offer and, if necessary, adopt the Merger Agreement (as defined below) and approve the Merger (as defined below)
Securities Sought. All outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Aspect Medical Systems, Inc. Price Offered Per Share: $12.00 per Share in cash, without interest, less applicable withholding and transfer taxes Scheduled Expiration Date: 12:00 midnight, New York City time, at the end of November 5, 2009 Purchaser: Transformer Delaware Corp., a direct wholly owned subsidiary of United States Surgical Corporation
Securities Sought. All of the issued and outstanding shares of common stock, without par value, of O’Charley’s Inc.
Securities Sought. All outstanding common stock of Portec Rail Products, Inc. Price Offered Per Share: $11.71 net to you in cash, without interest thereon and less any applicable withholding or stock transfer taxes Scheduled Expiration Date: 12:00 midnight, New York City time, on March 25, 2010, unless extended Purchaser: Xxxxxx Xxxxxx Company, a wholly owned subsidiary of X.X. Xxxxxx Minimum Condition: There being validly tendered and not withdrawn prior to the expiration of the Offer a number of shares of common stock, $1.00 par value per share, of Portec (“Company Common Shares” or “Shares”), that represents an amount equal to a number of Company Common Shares that (including the shares tendered under the Tender and Voting Agreement (as defined below)) immediately prior to the acceptance for payment of Company Common Shares pursuant to the Offer represents at least sixty-five percent of the sum of (i) the aggregate number of Company Common Shares outstanding immediately prior to the acceptance of Company Common Shares pursuant to the Offer, plus (ii) the aggregate number of Company Common Shares issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable or convertible for Company Common Shares or other capital stock of the Company outstanding immediately prior to the acceptance of Company Common Shares pursuant to the Offer. According to the information supplied by Portec, as of February 16, 2010, the required minimum number of shares would have been 6,331,669 Portec Shares. Tender and Voting Agreement Holders of Portec common stock who collectively beneficially own approximately 30.5% of the outstanding common stock, including all executive officers and directors of Portec have agreed to tender their Shares to X.X. Xxxxxx (the “Tender and Voting Agreement”). Top-Up Option If X.X. Xxxxxx does not own at least one share more than 90% of the total outstanding Shares after acceptance of the Shares tendered in the Offer, X.X. Xxxxxx has the option, subject to certain limitations, to purchase from Portec up to that number of newly issued Shares sufficient to cause X.X. Xxxxxx to own one share more than 90% of the total outstanding Shares (including the shares issued pursuant to the exercise of this option) at a price per Share equal to the Offer Price.