MATERIAL TO BE FILED AS EXHIBITS. The following shall be filed as exhibits: Copies of written agreements relating to the filing of joint acquisition statements as required by Rule 13d–1(k) and copies of all written agree- ments, contracts, arrangements, under- standing, plans or proposals relating to:
(1) The borrowing of funds to finance the acqui- sition as disclosed in Item 3; (2) the acquisi- tion of issuer control, liquidation, sale of as- sets, merger, or change in business or cor- porate structure, or any other matter as dis- closed in Item 4; and (3) the transfer or vot- ing of the securities, finder’s fees, joint ven- tures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
MATERIAL TO BE FILED AS EXHIBITS. (a) (1) Form of Offer to Purchase dated November 10, 1994. (a)(2) Form of Letter of Transmittal.
(a) (3) Form of Letter to brokers, dealers, commercial banks, trust companies and other nominees dated November 10, 1994.
(a) (4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated November 10, 1994.
(a) (5) Form of Notice of Guaranteed Delivery.
(a) (6) Form of letter dated November 10, 1994 to stockholders from the Chairman of the Board of the Company and the President of the Company.
(a) (7) Form of letter dated November 10, 1994 to participants in the ESOP. (a)(8) Form of press release issued by the Company dated November 8, 1994. (a)(9) Form of summary advertisement dated November 10, 1994.
(a) (10) Guidelines for Certification of Taxpayer Identification Number.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
MATERIAL TO BE FILED AS EXHIBITS. (a) (1) Offering Circular dated December 23, 1999.
(a) (2) Letter of Transmittal (together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a) (3) Notice of Guaranteed Delivery.
(a) (4) Press Release dated December 23, 1999.
(a) (5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
(a) (6) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their clients. (a)(7) Press Release dated January 25, 2000.
(1) Declaration of Trust of Chemed Capital Trust, dated December 21, 1999.
(b) (2) Form of Amended and Restated Declaration of Trust of Chemed Capital Trust, dated January --, 2000.
(b) (3) Form of Indenture between Chemed Corporation and Firstar Bank, National Association, as Trustee, dated January --, 2000.
(b) (4) Form of Preferred Securities Guarantee Agreement, dated January -- 2000. (b)(5) Form of Common Securities Guarantee Agreement, dated January -- 2000.
(c) None.
(d) Tax Opinion of Cravath, Swaine & Xxxxx.
(e) Not applicable.
(f) None.
(1) The Company's Annual Report on Form 10-K for the year ended December 31, 1998.
(g) (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999.
MATERIAL TO BE FILED AS EXHIBITS. (c)(1) Agreement and Plan of Merger, dated as of November 17, 1994 among Parent, Purchaser and the Company. 99.(a)(1) Offer to Purchase dated November 23, 1994. 99.(a)(2) Form of Letter of Transmittal. 99.(a)(3) Form of Notice of Guaranteed Delivery. 99.(a)(4) Form of Letter from CS First Boston Corporation to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
MATERIAL TO BE FILED AS EXHIBITS. 1. Offer to Purchase dated March 22, 2000 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO)
2. Letter of Transmittal dated March 22, 2000 (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO)
3. Letter to Shareholders of the Company dated March 22, 2000
4. Press Release issued by Parent dated March 22, 2000 (incorporated by reference to Exhibit (a)(1)(I) to the Schedule TO)
5. Agreement and Plan of Merger dated March 12, 2000 by and among Parent and Purchaser and the Company (incorporated by reference to Exhibit (d)(1) to the Schedule TO)
6. Opinion of Credit Suisse First Boston dated as of March 12, 2000 included in the copy of Schedule 14D-9 mailed to BCOP public shareholders.
MATERIAL TO BE FILED AS EXHIBITS. 7(a) Joint Filing Agreement of the Reporting Persons, dated as of March [19], 2021, among the Reporting Persons (filed herewith). 7(b) Stockholders Agreement, dated as of March 10 2021, by and among comScore, Inc., Qurate Retail, Inc., Charter Communications Holdings Company, LLC and Pine Investor, LLC (incorporated herein by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed on March 15, 2021) 7(c) Registration Rights Agreement, dated as of March 10, 2021, by and among comScore, Inc., Qurate Retail, Inc., Charter Communications Holdings Company, LLC and Pine Investor, LLC (incorporated herein by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K, filed on March 15, 2021)
MATERIAL TO BE FILED AS EXHIBITS. (1) Offer to Purchase, dated January 5, 2001. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Form of Letter to holders of share certificates dated prior to June 18, 1998 bearing the name "OMI Corp." (a)(7) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)
MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 of the Original Schedule 13D is hereby amended and replaced in its entirety by Exhibit 99.1 hereof. Item 7 of the Original Schedule 13D is further amended to include Exhibits 99.2, 99.3 and 99.4 hereof. Exhibit Description
MATERIAL TO BE FILED AS EXHIBITS. (1) Letter to stockholders of the Company dated September 14, 1995*. (a)(2) Opinion of McDoxxxx & Xompany Securities, Inc. dated September 13, 1995*. (a)(3) Press release issued by the Company on August 29, 1995. (a)(4) Press release issued by the Purchaser on August 29, 1995.
MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Security Agreement Accounts Receivable dated August 30, 1990 by and between Sterling and the Corporation. Exhibit 2 - Participation Agreement dated August 30, 1990 by and between Sterling and R&R. Exhibit 3 - Letter Agreement dated October 15, 1990 by and between Sterling and R&R. Exhibit 4 - Revolving Credit Agreement dated as of December 24, 1991 by and between the Corporation and R&R. Exhibit 5 - Warrant Agreement dated as of December 24, 1991 by and between the Corporation and R&R. 7 After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: January 2, 1992 ROSEXXXXX & XOSEXXXXX, XXC. By /s/ Imre X. Xxxxxxxxx ------------------------------------------ Name: Imre X. Xxxxxxxxx Title: Chairman of the Board of Directors, President and Secretary
