Purpose of Transaction. The information set forth in Items 3, 5 and 6 of this Statement is hereby incorporated by reference in this Item 4. The Reporting Persons purchased the Purchased Common Shares from the Issuer and in the open market for investment purposes. The Reporting Persons intend to review their equity interest in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: current and anticipated future trading prices of the securities of the Issuer; the financial condition, results of operations and prospects of the Issuer; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Other than as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in: An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directorsor to fill any existing vacancies on the board; Any material change in the present capitalization or dividend policy of the Issuer; Any other material change in the Issuer’s business or corporate structure; Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
Purpose of Transaction. State the purpose or purposes of the acquisition of se- curities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:
(a) The acquisition by any person of addi- tional securities of the issuer, or the disposi- tion of securities of the issuer;
(b) An extraordinary corporate trans- action, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidi- aries;
(d) Any change in the present board of di- rectors or management of the issuer, includ- ing any plans or proposals to change the number or term of directors or to fill any ex- isting vacancies on the board;
(e) Any material change in the present cap- italization or dividend policy of the issuer;
(f) Any other material change in the issuer’s business or corporate structure, in- cluding but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisi- tion of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a national securi- ties exchange or to cease to be authorized to be quoted in an inter-dealer quotation sys- tem of a registered national securities asso- ciation;
(i) A class of equity securities of the issuer becoming eligible for termination of reg- istration pursuant to section 12(g)(4) of the Act; or
(j) Any action similar to any of those enu- merated above.
Purpose of Transaction. Item 4 is hereby amended in its entirety to read as follows: "On March 13, 2000 (the "Closing Date"), Taurus International, Taurus, Credit Agricole Lazard Financial Products Bank ("CALFP") and Tokyo-Mitsubishi International plc ("Tokyo-Mitsubishi International") entered into a purchase agreement ("Purchase Agreement") under which (1) Taurus International sold 1,000,000 Common Shares, or approximately 1.36 % of the outstanding capital stock of the Company, to Tokyo-Mitsubishi International, and (2) Taurus sold 3,750,000 Common Shares, or approximately 4.9 % of the outstanding capital stock of the Company, to CALFP and 250,000 Common Shares, or approximately 0.34 % of the outstanding capital stock of the Company, to Tokyo-Mitsubishi International. Simultaneously with these sales, Taurus International entered into a Call Option Agreement, dated the Closing Date ("Call Option Agreement"), with CALFP pursuant to which CALFP sold a call option to Taurus International in respect of 5,000,000 Common Shares. The purpose of the transactions was to reduce the holding by Anglo American in the issued share capital of the Company to below 50%, so that Anglo American may account for the results of the Company under relevant accounting standards on an equity rather than a consolidated basis. Anglo American will determine the timing of any further sale or course of action in relation to its holding in the Company based on market and other conditions and will continue to evaluate its position."
Purpose of Transaction. At the time of the acquisition of shares of the Common Stock by the Reporting Persons described in the November, 1983 Filing and in the next paragraph, there were and are no plans or proposals by or between the Reporting Persons which would relate to or result in matters described in clauses (b) through (j) of Item 4 of Schedule 13D. CUSIP No. 030000000 SCHEDULE 13D The Reporting Persons are both directors and executive officers of the Company. On November 8, 1984, the Reporting Persons acquired 746,555 shares of the Common Stock from 31 stockholders. Attached as Exhibit 1 hereto is a copy of the form of Stock Purchase Agreement (together with the promissory note and pledge agreement) used in each of the 31 purchase and sale transactions. Attached as Exhibit 2 is a list of the names of each of the stockholders from whom the shares of the Common Stock were acquired, the number of shares acquired from each and the price per share paid to such selling stockholders by the Reporting Persons. The Reporting Persons do not intend to materially change the Company's management, present capitalization or dividend policy, the charter documents or the Company's business or corporate structure.
Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On April 19, 2016, the Altimeter Parties, the General Partner, PAR and certain affiliates of PAR (collectively, the “Settlement Parties”) entered into a settlement agreement with the Issuer (the “Settlement Agreement”) whereby the Fund agreed to withdraw its notice of nomination, originally sent to the Issuer on March 8, 2016, and whereby the parties agreed, among other things, and subject to certain conditions, that the Board will: (i) immediately following the execution and delivery of the Settlement Agreement (the “Effective Time”), increase the size of the Board to seventeen directors and appoint Xxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) to fill the newly-created vacancies and to serve as directors on the Board; (ii) include Messrs. Xxxxxxx and Harford in its slate of nominees for election as directors at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”) and solicit proxies in favor of the election of Messrs. Xxxxxxx and Harford at the 2016 Annual Meeting; and (iii) mutually agree with the Investment Manager and PAR to identify an additional director (the “New Independent Director”) and appoint the New Independent Director to the Board as promptly as possible following the Effective Time and with an outside target date of six months after the Effective Time. In addition, the Issuer shall include the New Independent Director in its slate of nominees for election as directors at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”) and solicit proxies in favor of the New Independent Director. The Settlement Parties will also abide by certain customary standstill provisions, such provisions to last until the later of (x) the day Xx. Xxxxxxx is no longer a director and (y) two weeks prior to the deadline for the submission of notices of stockholder nominations or proposals under the Issuer’s Amended and Restated Bylaws for the 2017 Annual Meeting (the “Standstill Period”). The standstill provisions provide that each of the Settlement Parties agrees to cause all shares of Common Stock beneficially owned by it to be present for quorum purposes and to be voted in favor of the directors nominated by the Board for election or other business that may come before any shareholder meeting during the Standstill Period, subject to certain exceptions. The foregoing summary of the Settlement Agreement is qualified in i...
Purpose of Transaction. The information set forth in Item 3 of this Schedule 13D is incorporated into this Item 4 by reference. Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx are members of the Board of Directors of the Issuer, and, in such capacities, each may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate, in the future, plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that they may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs). In connection with the Offering, the directors and officers of the Issuer and substantially all of the security holders of the Issuer, including the Reporting Persons, entered into lock-up agreements (“Lock-Up Agreements”), pursuant to which they agreed, subject to certain exceptions, not to effect any direct or indirect sale, transfer or other disposition, for a period of 12 months from the date of effectiveness of the Offering in the case of the Issuer’s executive officers and directors and holders of over 10% of the Issuer’s securities (which includes the Reporting Persons), and for a period of six months from the date of effectiveness of the Offering for other holders of Common Stock and securities exercisable for or convertible into Common Stock. The foregoing description of the Lock-Up Agreements is a summary only and is qualified by reference to such description and the full text of the form of Lock-Up Ag...
Purpose of Transaction. 2.1 For the Investor, the purpose of the Transaction is to realize its direct or indirect holding of all equity interest of the Target Company, legal obtaining of the shareholder’s rights and interests incidental to the Target Equity in the capacity of shareholder, and holding of the equity interest in the Group Companies through the Target Company by acquiring the Target Equity; specifically, the Investor and/or its designated entity will (i) accept the transfer of part of the equity in the Target Company directly held by the Holding Platforms, free of freezing, seizure, pledge or other encumbrance, for consideration in cash in the PRC, and (ii) after the Company Party completes the restructuring as agreed herein, acquire all equity interest, free of freezing, seizure, pledge or other encumbrance, of the overseas entity (i.e. Cayman Co 2) which holds equity in the Target Company, for consideration in cash (in case of capital increase) and in share (in case of acceptance of the transfer of shares) outside the PRC, pursuant to the terms and conditions hereof.
2.2 For the Company Party, the purpose of the Transaction is to obtain the cash or share-based consideration for the equity transfer after the Investor and/or its designated entity has acquired all the Target Equity; specifically, the Company Party will (i) transfer part of the Target Equity directly held by the Holding Platforms to the Investor and/or its designated entity, and (ii) procure the overseas entity (i.e. Cayman Co 2) restructured by the Company Party in the manner agreed by the Parties herein outside the PRC to issue additional shares and transfer equity interest in Cayman Co 2 (as defined below) to the Investor and/or its designated entity, pursuant to the terms and conditions hereof.
Purpose of Transaction. Dapper I, Dapper II, Dapper III, FFC and Wamu have been advised that Discount has entered into that certain Agreement and Plan of Merger dated as of August 7, 2001 among Advance Holding Corporation, a Virginia corporation, Advance Auto Parts, Inc., a Delaware corporation, AAP Acquisition Corporation, a Florida corporation, Discount and Advance, whereby (i) AAP Acquisition Corporation will merge with and into Discount, at which time the separate existence of AAP Acquisition Corporation will cease and Discount shall continue to exist as the surviving corporation and as a wholly owned subsidiary of Advance Auto Parts, Inc.; and (ii) immediately following such merger, all of the issued and outstanding capital stock of Discount shall be contributed to Advance by Advance Auto Parts, Inc. (collectively, the "Acquisition"), and as a condition to the closing of the Acquisition, the substitutions contemplated by this Agreement must either be effected or an agreement must be entered into to effectuate such substitutions subject to the satisfaction of certain conditions. Discount anticipates that the Acquisition will enhance the overall financial condition of Discount and its ability to satisfy its obligations under the Master Leases and the other Sale-Leaseback Documents. In order to facilitate such divestiture, Discount, Advance, FFC, Wamu, Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III and Remainderman III are entering into this Agreement.
Purpose of Transaction. Each of Borrower, Guarantor and Transferee warrants that it is engaging in this transaction exclusively for business, commercial or investment purposes.
Purpose of Transaction. Facilitate Party B to obtain the corresponding Land and the Buildings thereon through acquiring from Party A 100% equity that Party A holds in Party D.
