Background to and reasons for the Transaction Sample Clauses

Background to and reasons for the Transaction. The boards of Intact and Tryg believe that the combination of RSA's businesses with those of Intact and Tryg will be strategically compelling to all stakeholders. RSA has an ambition to drive towards "best-in-class" performance levels in its core areas. Intact and Tryg believe that the Transaction offers an exceptional opportunity for RSA to join forces with Intact and Tryg as best-in-class performers. Each of Intact and Tryg has a robust understanding of the lines of business and the industry dynamics of RSA's operations in their respective home jurisdictions and, whilst Intact does not have presence in the UK, it has strengths in most P&C product segments in which RSA is active. Each of Intact and Tryg strongly believes that the Transaction offers it the opportunity to accelerate its strategic objectives. Moreover, each of Intact and Tryg has a proven track record of successfully integrating and creating long-term value from acquisitions. Intact With the Transaction, Intact is taking a significant step to accelerate its strategy and leadership. Through the acquisition of RSA's Canadian and UK and international ("UK&I") operations, annual premiums written are expected to increase from approximately CAN$12 billion to approximately CAN$20 billion. The Transaction expands Intact's leadership position in Canada. It boosts Intact's position in a competitive industry, where operational excellence is imperative for outperformance. It bolsters Intact's personal lines business and its continuing commitment to both the direct to consumer and broker channels while also enhancing its commercial lines business. The Transaction will enable Intact to further invest in innovation and develop and accelerate new customer experiences. As well, Intact will leverage its proven operating model, which includes best-in-class expertise in pricing, segmentation, risk selection, claims and supply chain management, and digital platforms. The Transaction bolsters Intact's North American specialty lines and adds international expertise in Europe. The combined specialty lines business is expected to represent over CAN$4 billion in annual premiums and will benefit from an expanded product offering. As well, there is a strong opportunity to create global franchises in lines such as Marine, Specialty Property and E&O/D&O. The specialty lines platform will also benefit from a broader distribution footprint, providing existing specialty franchises with access to new regions and customers. I...
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Background to and reasons for the Transaction. The Transaction will allow Deutsche Bank to accelerate its Global Hausbank strategy by unlocking a much deeper engagement with the corporate client segment in the UK, enabling Deutsche Bank to become a leading provider to more than 170 corporate clients for their comprehensive financial and advisory needs. The Management Board of Deutsche Bank and the Board of Numis are convinced that the Transaction represents an exciting strategic opportunity to combine Deutsche Bank’s existing UK and Ireland corporate finance business with Numis to establish a leading force in UK investment banking with a prominent position across corporate broking, strategic advisory (including M&A and growth capital), equity and debt capital markets and equity research, sales and execution, and to leverage Deutsche Bank’s comprehensive and global product offering across the Corporate Bank and the International Private Bank. The UK is the largest investment banking market in Europe and Deutsche Bank has been evaluating how to accelerate the growth of its business in the UK. Numis is a diversified investment bank with a leading UK franchise and a long history of successfully delivering superior client service and growth and therefore represents a compelling strategic fit. Deutsche Bank and Numis strongly believe in the potential for the Transaction to unlock significant value within both the Numis and Deutsche Bank franchises. Deutsche Bank’s current UK and Ireland corporate finance operations serve domestic and international corporate and private equity clients with a full-service product offering. Deutsche Bank believes that Numis’ corporate clients would benefit incrementally from certain services offered by Deutsche Bank, which at present Numis does not provide in-house, including its global M&A capability, debt capital markets, FX, corporate treasury, private banking services and broader balance sheet support. Similarly, a strengthened UK presence will enhance Deutsche Bank's ability to serve UK-based clients with global reach. The ability to provide a more comprehensive proposition may crystallise greater revenue opportunities within the combined corporate client base whilst also providing a broader platform to expand the attractiveness of the enlarged business to target new clients. As one of the largest financial institutions globally, Deutsche Bank offers access to significant capital and operational resources, which help embed resilience across the Deutsche Bank platform and p...
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Background to and reasons for the Transaction. The Board of CareTech believes that the Transaction has a compelling strategic and financial rationale for Cambian Shareholders and CareTech Shareholders: • Unique opportunity for investors to enhance exposure to the growing UK market for social care services for children and adults: Following Completion, the Enlarged Group will be the second largest UK social care operator by revenue and the only one with a UK listing. The UK social care sector is one of the high growth segments of the UK healthcare services market, which is driven by increased public outsourcing, a growing demand for specialist services, a shortage of suitable supply and a requirement for improved outcomes. Furthermore, in June 2018, the UK government announced a planned real-terms annual spending rise for NHS England of 3.4 per cent. until 2023-24, generating an additional £20.5 billion a year by the end of the period. Part of this increased funding is expected to be directed at services provided by the Enlarged Group. The increased scale of the Enlarged Group provides the opportunity to increase the provision of services, improve access to health commissioners and improve outcomes for service users. • Highly complementary service offering and geographical coverage providing a nationwide integrated care pathway focused on higher acuity social care: A combination of CareTech and Cambian would provide the opportunity to create a diversified operator in the higher acuity social care sector for adults and children in the United Kingdom. CareTech's offerings in learning disabilities and specialist services for adults and residential services for young people is highly complementary to Cambian's positions in children's residential care, specialist education and therapeutic fostering. More specifically, combining CareTech's higher acuity residential and transitional care services with Cambian's specialist education and schools would provide a holistic wraparound children's service. The CareTech Directors believe that CareTech's fostering services across mainstream, specialist, and family assessments would reinforce the therapeutic services provided by Cambian. CareTech also has an apprenticeship offering through the Learning Division which places young people into meaningful employment. The Transaction would also broaden the geographical reach of the network, providing a nationwide offering. CareTech would provide access to key areas in which Cambian does not currently operate at all, or in sc...
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Background to and reasons for the Transaction. Since its demerger from the Cable & Wireless Group in 2010, the Company’s strategy has been to manage its portfolio actively with the aim of an increasing focus on the Caribbean and Central American region, where it has a xxxxxxxx xxxx of operations and the ability to realise operational efficiencies. Having received approaches for its Monaco & Islands division, a process was undertaken by CWC to review the strategic alternatives for its Monaco & Islands division. The Board believes the Transaction is in the best interest of the Company’s shareholders as a whole because it: • accelerates the delivery on the Company’s strategy to increase its focus on its Caribbean and Central American operations; • achieves an attractive value for the businesses being sold (the “Monaco & Islands Companies”) and reflects their strong financial performance and market positions. In terms of valuation: o the aggregate consideration for the Disposal (including the CMC Minority Shares) represents a multiple of approximately 6.3 times the Company’s proportionate share of the EBITDA of the relevant companies (including the CMC Minority Shares) for the twelve months ended 31 March 2012; and o the aggregate consideration for the Transaction as a whole represents a multiple of approximately 6.7 times the Company’s proportionate share of the EBITDA of the Monaco & Islands Companies (including the companies comprising CWC’s Monaco business (“CMC Companies”)) for the twelve months ended 31 March 2012; • enables the Company to materially reduce its net indebtedness and increase its financial flexibility; and • provides funds for potential further inorganic, value-accretive investment, in line with the Company’s stated strategy and acquisition criteria. Following the Disposal, the Board believes that the continuing Group (the “Retained Group”) will be more focused and in a stronger position to realise operational efficiencies and pursue value-enhancing expansion opportunities in the Caribbean and Central American region. If the Monaco Option becomes exercisable and is exercised, the sale and purchase of the CMC Majority Shares (the “CMC Disposal”) will further this strategy.
Sample 1

Related to Background to and reasons for the Transaction

  • Vendor’s Resellers as Related to This Agreement Vendor’s Named Resellers (“Resellers”) under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor’s Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. Support Requirements If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor’s TIPS project files, documentation and correspondence related to the requesting TIPS Member’s order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor’s response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at xxxxx://xxxxxxxxxxx.xxxxx.xxx/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor’s letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 0000 Xxxxxxx 000 Xxxxx Xxxxxxxxx, XX,00000 And by an email sent to xxxx@xxxx-xxx.xxx Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/ Aggregate Automobile Liability $300,000 Includes owned, hired & non-owned Workers' Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the Vendor or its subcontractors are liable for any damages or claims, the Vendor’s policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- xxx.xxx. Should a TIPS Member send an order directly to the Vendor, it is the Vendor’s responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award.

  • PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.2.1. The State may at its option secure the services of a person or persons known as a Clerk-of-the-Works, referred to herein as a "Clerk". The Clerk(s) shall, for all purposes of this Agreement, report and be solely responsible to the State. The State may at any time dismiss the Clerk(s) for cause or convenience; however, any such action shall not affect the State's and ARCHITECT/ENGINEER'S obligations under this Agreement. In such event, the State shall use their best efforts to secure the services of a Clerk or Clerks under this paragraph as soon as is practicable if the State deems it necessary.

  • WHO WILL REVIEW THE INFORMATION DISCLOSED ON THE RELATIONSHIP DISCLOSURE FORM AND ANY UPDATES? The information disclosed on this form and any updates will be a public record as defined by Chapter 119, Florida Statutes, and may therefore be inspected by any interested person. Also, the information will be made available to the Mayor and the BCC members. This form and any updates will accompany the information for the applicant’s project or item. However, for development-related items, if an applicant discloses the existence of one or more of the relationships described above and the matter would normally receive final consideration by the Concurrency Review Committee or the Development Review Committee, the matter will be directed to the BCC for final consideration and action following committee review.

  • Client Representations and Warranties You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request. You acknowledge that you have provided us with the information set forth on the “Client Profile” (Exhibit C) and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, objectives, and risk tolerance at the time of entering into this Agreement and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You also agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Account, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will:

  • Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined in Government Code Section 3543.2. Nothing herein may be construed to limit the right of the District to consult with CSEA on any matter outside of the scope of representation.

  • Client Representations Client represents and warrants to Consultant that;

  • Defendant’s Representations The defendant acknowledges that he has entered into this plea agreement freely and voluntarily after receiving the effective assistance, advice and approval of counsel. The defendant acknowledges that he is satisfied with the assistance of counsel, and that counsel has fully advised him of his rights and obligations in connection with this plea agreement. The defendant further acknowledges that no threats or promises, other than the promises contained in this plea agreement, have been made by the United States, the Court, his attorneys or any other party to induce him to enter his plea of guilty.

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • What To Do If You Find A Mistake On Your Statement If you think there is an error on your statement, write to us at the address(es) listed on your statement. In your letter, give us the following information:

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