BACKGROUND OF OUR OFFER Sample Clauses

BACKGROUND OF OUR OFFER. During the last week of October 2003, the bidder group became aware through the Israeli media that B.V.R. Systems had been having financial difficulties and was considering a sale of the company or its assets.
BACKGROUND OF OUR OFFER. In January 1994, Robomatix consummated an initial public offering in the United States of 1,750,000 of its ordinary shares at a price of $7.75 per share. The ordinary shares were initially listed on Nasdaq and the Pacific Stock Exchange, but both venues de-listed the shares in late 1994 because the shareholders' equity of Robomatix dropped below the minimum required for continued listing. In late 1994, the shares began to be quoted through the "pink sheets" on the over-the-counter bulletin board (the "OTC Bulletin Board") under the Symbol "RBMXF.OB". There is no trading market outside the United States for the ordinary shares. Since 1997, Xxxxxxxxx's ordinary shares have not had a vibrant market in the United States. For example, during the period from January 2003 through December 2004, the average monthly trading volume of the ordinary shares of Robomatix on the OTC Bulletin Board was just 3,382 shares. Xxxxxxxxxx has been a controlling shareholder of Robomatix since December 30, 1999, when it purchased 2,735,950 ordinary shares at a price of $0.71 per share. (Silverboim resold 405,426 of those shares on the same day to one of its directors, who is no longer a shareholder of Robomatix.) Following that initial purchase, Silverboim effected the following transactions in the shares: o During 2000, Silverboim sold in the market 538,500 shares and sold to Xxxxx Xxxxx, Xxxxxx Technologies Ltd. 1,250,000 shares, and purchased in the market 711,000 shares at an average price per share of $1.82. o Also during 2000, Xxxxxxxxxx converted a Robomatix debenture for 5,000,000 shares, for which the conversion price for 3,000,000 shares was $0.36 per share and the conversion price of 2,000,000 shares was $0.50 per share. o During 2001, Xxxxxxxxxx purchased 492,426 shares (117,000 shares in the market and 375,426 shares from certain individuals who were shareholders of Silverboim at such time), at an average price of $0.85 per share. o Also during 2001, Silverboim purchased 1,250,000 shares from Shrem, Fudim, Xxxxxx Technologies Ltd. in exchange for shares of a publicly traded company that had a market value of $905,285 (approximately $0.72 for each Robomatix share purchased). o On January 3, 2002, Silverboim purchased 92,700 shares in the market at a price of $0.17 per share. o On August 14, 2003, Xxxxxxxxxx purchased 100,000 shares of Robomatix from a former shareholder of Silverboim at a price of $0.70 per share. o On March 28, 2005 Silverboim purchased 85,000 shares ...
BACKGROUND OF OUR OFFER. 16 Recommendation of B.V.R. Systems ......................................... 17

Related to BACKGROUND OF OUR OFFER

  • Background Screening VENDOR shall comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of VENDOR or its personnel providing any services under the conditions described in the previous sentence. VENDOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to VENDOR and its personnel. The parties agree that the failure of VENDOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. VENDOR agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from VENDOR’s failure to comply with the requirements of this section or with Sections 1012.32 and 1012.465, Florida Statutes.

  • Updated Information Submission by Interconnection Customer The updated information submission by the Interconnection Customer, including manufacturer information, shall occur no later than one hundred eighty (180) Calendar Days prior to the Trial Operation. The Interconnection Customer shall submit a completed copy of the Electric Generating Unit data requirements contained in Appendix 1 to the LGIP. It shall also include any additional information provided to the Participating TO and the CAISO for the Interconnection Studies. Information in this submission shall be the most current Electric Generating Unit design or expected performance data. Information submitted for stability models shall be compatible with the Participating TO and CAISO standard models. If there is no compatible model, the Interconnection Customer will work with a consultant mutually agreed to by the Parties to develop and supply a standard model and associated information.

  • Background Investigation The BOARD is prohibited from knowingly employing a person who has been convicted of committing or attempting to commit certain criminal offenses. If the required criminal background investigation is not completed at the time this Contract is signed, and the subsequent investigation report reveals that there has been a prohibited conviction, this Contract shall immediately become null and void.

  • TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES The goal of this task is to develop a plan to make the knowledge gained, experimental results, and lessons learned available to the public and key decision makers. • Prepare an Initial Fact Sheet at start of the project that describes the project. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that discusses results. Use the format provided by the CAM. • Prepare a Technology/Knowledge Transfer Plan that includes: o An explanation of how the knowledge gained from the project will be made available to the public, including the targeted market sector and potential outreach to end users, utilities, regulatory agencies, and others. o A description of the intended use(s) for and users of the project results. o Published documents, including date, title, and periodical name. o Copies of documents, fact sheets, journal articles, press releases, and other documents prepared for public dissemination. These documents must include the Legal Notice required in the terms and conditions. Indicate where and when the documents were disseminated. o A discussion of policy development. State if project has been or will be cited in government policy publications, or used to inform regulatory bodies. o The number of website downloads or public requests for project results. o Additional areas as determined by the CAM. • Conduct technology transfer activities in accordance with the Technology/Knowledge Transfer Plan. These activities will be reported in the Progress Reports. • When directed by the CAM, develop Presentation Materials for an Energy Commission- sponsored conference/workshop(s) on the project. • When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the California Energy Commission. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs. • Prepare a Technology/Knowledge Transfer Report on technology transfer activities conducted during the project. • Initial Fact Sheet (draft and final) • Final Project Fact Sheet (draft and final) • Presentation Materials (draft and final) • High Quality Digital Photographs • Technology/Knowledge Transfer Plan (draft and final) • Technology/Knowledge Transfer Report (draft and final)

  • Background Data The Disclosing Party's Background Data, if any, will be identified in a separate technical document.

  • Lost Shareholder Due Diligence Searches and Servicing The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.

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  • Exceptional Access to Thick Registration Data In case of a registrar failure, deaccreditation, court order, etc. that prompts the temporary or definitive transfer of its domain names to another registrar, at the request of ICANN, Registry Operator will provide ICANN with up-­‐to-­‐date data for the domain names of the losing registrar. The data will be provided in the format specified in Specification 2 for Data Escrow. The file will only contain data related to the domain names of the losing registrar. Registry Operator will provide the data as soon as commercially practicable, but in no event later than five (5) calendar days following ICANN’s request. Unless otherwise agreed by Registry Operator and ICANN, the file will be made available for download by ICANN in the same manner as the data specified in Section 3.1 of this Specification.

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