IDENTITY AND BACKGROUND OF FILING PERSON Sample Clauses

IDENTITY AND BACKGROUND OF FILING PERSON. The filing person is the Company whose name, business address and business telephone number are set forth in Item 1 above. This statement relates to the tender offer (the "Offer") by Atalanta Acquisition Company, a Delaware corporation ("Purchaser") wholly-owned by Xxxxxx X. Xxxxxxx, to purchase all of the issued and outstanding Common Stock (the "Shares") at a price of $13.95 per share, without interest and less any required withholding taxes. The address of Purchaser is c/o Atalanta/Sosnoff Capital Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Offer is described in a Tender Offer Statement on Schedule TO (which includes information required to be reported under Rule 13e-3 of the Securities Exchange Act of 1934), dated June 13, 2003, and filed with the Securities and Exchange Commission on June 13, 2003. The Offer is being made pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2003, by and among the Company, Xx. Xxxxxxx and Purchaser. The Offer and merger ("Merger") are described in "Special Factors -- The Merger; Plans for the Company after the Offer and the Merger; Certain Effects of the Offer and the Merger" and "Special Factors -- The Merger Agreement and the Tender Agreements" in the Offer to Purchase, which are incorporated herein by reference to Exhibit (a)(1)(i) to this Schedule 14D-9 (the "Offer to Purchase"). The Offer is conditioned upon, among other things, Purchaser having acquired, as a result of the Offer, a number of shares, which together with the shares owned by Purchaser and Xx. Xxxxxxx, constitute at least 90% of the issued and outstanding Shares as of the date the Shares are accepted for payment pursuant to the Offer. The Offer is also subject to certain other conditions described in "The Offer -- Section 11. Conditions to the Offer" in the Offer to Purchase, which is incorporated herein by reference.
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IDENTITY AND BACKGROUND OF FILING PERSON. (a) SUBJECT COMPANY INFORMATION. The name, address and telephone number of the Company, which is the person filing the Schedule 14D-9, are set forth in Item 1 above.
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IDENTITY AND BACKGROUND OF FILING PERSON. (a) The information set forth under Item 2(a) above and in Schedule A of the Offer to Exchange ("Information About the Directors and Executive Officers of Akamai Technologies, Inc.") is incorporated herein by reference.
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IDENTITY AND BACKGROUND OF FILING PERSON. This Statement relates to a joint tender offer by Transportation Acquisition I Corp., a Delaware corporation ("Acquisition"), and the Company disclosed in a tender offer statement on Schedule TO (the "Schedule TO") dated February 3, 2000, to purchase all outstanding shares of common stock, including the associated preferred share purchase rights, of the Company (the "Shares") at a price of $21.50 per Share, net to the seller in cash, without interest (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 3, 2000 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1) hereto, and the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(2) hereto (which, as may be amended from time to time, together constitute the "Offer"). The Offer is being made pursuant to an Agreement and Plan of Merger, dated January 28, 2000 (the "Merger Agreement"), between the Company and Acquisition. The Merger Agreement provides that, among other things, as promptly as practicable after the purchase of Shares pursuant to the Offer and the satisfaction or waiver, where appropriate, of other conditions set forth in the Merger Agreement, Acquisition will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation (the "Surviving Company"). A copy of the Merger Agreement is attached hereto as Exhibit (e)(1) and is incorporated by reference herein.
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IDENTITY AND BACKGROUND OF FILING PERSON. During the last five years, none of Computer Associates, Silversmith or, to the best of their knowledge, any of the persons listed on Annex A to the Prospectus (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
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Related to IDENTITY AND BACKGROUND OF FILING PERSON

  • Confidentiality and Disclosure of Offering Materials by Potential Investor Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor.

  • Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. Depositor If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. Depositor

  • Shareholder Information Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

  • Stockholder Has Adequate Information Stockholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon either the Merger Sub or the Parent and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that neither the Merger Sub nor the Parent has made and neither makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder are irrevocable (prior to the Termination Date).

  • Definition of Confidential Information The term “Confidential Information” shall mean all information that either party discloses (a “Disclosing Party”) to the other party (a “Receiving Party”), whether in writing, electronically, or orally and in any form (tangible or intangible), that is confidential, proprietary, or relates to clients or shareholders (each either existing or potential). Confidential Information includes, but is not limited to:

  • Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

  • Membership Information The District shall take all reasonable steps to safeguard the privacy of CSEA member’s personal information, including but not limited to member Social Security numbers, personal addresses, personal phone number, and status of union membership. The District shall notify CSEA of all Public Records Act requests from outsiders for work email addresses for bargaining unit members that the District provides information for.

  • Disposition of Confidential Information Upon termination of Agreement or request of City, Contractor shall within forty-eight (48) hours return all Confidential Information which includes all original media. Once Contractor has received written confirmation from City that Confidential Information has been successfully transferred to City, Contractor shall within ten (10) business days purge all Confidential Information from its servers, any hosted environment Contractor has used in performance of this Agreement, work stations that were used to process the data or for production of the data, and any other work files stored by Contractor in whatever medium. Contractor shall provide City with written certification that such purge occurred within five (5) business days of the purge.

  • Indemnification for Marketing Materials In addition to the foregoing indemnification, the Fund and the Investment Adviser also, jointly and severally, agree to indemnify and hold harmless each Underwriter, affiliates, directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as limited by the proviso set forth therein, with respect to any sales material.

  • WHO WILL REVIEW THE INFORMATION DISCLOSED ON THE RELATIONSHIP DISCLOSURE FORM AND ANY UPDATES?

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