SECURITY AND SUBJECT COMPANY Sample Clauses

SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is EMPHESYS Financial Group, Inc. The address of the principal executive offices of the Company is set forth in Section 8 ("Certain Information Concerning the Company") of the Offer to Purchase and is incorporated herein by reference.
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SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Xxxxxxx Xxxxx, Inc., a Florida corporation (the "Company"), which has its principal executive offices at 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
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SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Automotive Industries Holding, Inc., a Delaware corporation, which has its principal executive offices at 0000 XXX Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000.
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SECURITY AND SUBJECT COMPANY. The name of the subject company is Minolta-QMS, Inc. The address of the principal executive office of the Company is One Magnum Pass, Xxxxxx, Xxxxxxx 00000. The telephone number of the Company is (000) 000-0000. The title of the class of equity securities to which this Schedule 14D-9 relates is the Company's common stock, par value $0.01 per share (the "Common Stock"). As of September 29, 2000, 13,266,131 shares of Common Stock were issued and outstanding, of which 7,570,000 were owned by Purchaser.
Sample 1
SECURITY AND SUBJECT COMPANY. Item 1 of the Schedule 14D-9 is restated without change: The name of the subject company is Safety-Kleen Corp., a Wisconsin corporation ("Safety-Kleen"). The address of the principal executive offices of Safety-Kleen is Xxx Xxxxxxxxx Xxx, Elgin, Illinois 60123. The title of the class of equity securities to which this Statement relates is the common stock, par value $0.10 per share (the "Common Stock"), of Safety-Kleen, including the associated common share purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of November 9, 1988, as amended (the "Rights Agreement"), between Safety-Kleen and The First National Bank of Chicago, as Rights Agent. References herein to the "Shares" means shares of the Common Stock and shall, unless the context requires otherwise, include the Rights. ITEM 2. TENDER OFFER OF THE BIDDER Item 2 of the Schedule 14D-9 is hereby amended and restated to read as follows: On March 16, 1998 and Xxxxx 00, 0000, XXX filed supplements to its amended prospectus dated January 28, 1998 (the "Amended Prospectus," and as so supplemented, the "Revised Amended Prospectus") with the Commission, amending its exchange offer to acquire all of the outstanding Shares. Under the terms and subject to the conditions described in the Revised Amended Prospectus, LLE and the Offeror offer to exchange $18.30 net to the Seller in cash and 2.80 shares of LLE Common Stock (the cash and stock consideration is sometimes collectively referred to herein as the "Revised LLE Offer Consideration"), for each outstanding Share (the "Revised LLE Offer"). This Statement relates to the Revised LLE Offer. The Revised LLE Offer is made pursuant to an Agreement and Plan of Merger, dated as of March 16, 1997 among Safety-Kleen, LLE and the Offeror ("LLE Merger Agreement"). Safety-Kleen entered into the LLE Merger Agreement following (i) the failure of the Agreement and Plan of Merger dated as of November 20, 1997 by and among SK Parent Corp. (a newly formed company owned by Xxxxxx Services Corp. and affiliates of two merchant banks), SK Acquisition Corp. and Safety-Kleen ("Xxxxxx Merger Agreement; the merger contemplated thereby is referred to below as the "Xxxxxx Merger") to receive shareholder approval at the Safety-Kleen shareholders meeting on Xxxxx 0, 0000, (xx) termination of the Xxxxxx Merger Agreement by Safety-Kleen and (iii) subsequent negotiations with LLE. The Xxxxxx Merger Agreement provided for Safety-Kleen to pay SK Parent Corp.'s expense...
Sample 1
SECURITY AND SUBJECT COMPANY a. The name of the subject company is Sheridan Healthcare, Inc. The information set forth in "THE TENDER OFFER -- Section 6" ("Certain Information Concerning the Company") of the Offer to Purchase is incorporated herein by reference. b. The exact title of the class of equity securities being sought in the Offer is Common Stock, par value $0.01 per share, and Class A Common Stock, par value $0.01 per share, of the Company. The information set forth in the Introduction (the "Introduction") of the Offer to Purchase is incorporated herein by reference. c. The information set forth in "THE TENDER OFFER -- Section 5" ("Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference. ITEM 2.
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SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Essex International Inc. and its principal executive offices are located at 0000 Xxxx Xxxxxx, Xxxx Xxxxx, Indiana 46802. (b) The class of equity securities and the exact amount of such securities being sought are 22,562,135 shares of common stock, par value $0.01 per share, of the Company. As of October 20, 1998, there were 27,768,782 Shares issued and outstanding, as represented by the Company in the Agreement and Plan of Merger, dated as of October 21, 1998, among Parent, Purchaser and the Company. The information set forth in the Introduction and Section 1 ("Terms of the Offer; Proration; Expiration Date") of the Offer to Purchase is incorporated herein by reference. (c) The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in such principal market is set forth in Section 6 ("Price Range of Shares; Dividends") in the Offer to Purchase and is incorporated herein by reference. ITEM 2.
Sample 1
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SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Galoob Toys, Inc., and the address of its principal executive offices is 000 Xxxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx, XX 00000. The telephone number of the Company at such location is (650) 952-1678.
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SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Synergen, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 0000 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000.
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Related to SECURITY AND SUBJECT COMPANY

  • Security and Safeguarding Information (a) Confidential Information that contains Non-Public Personal Information about customers is subject to the protections created by the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “Act”) and under the standards for safeguarding Confidential Information, 16 CFR Part 314 (2002) adopted by Federal Trade Commission (“FTC”) (the “Safeguards Rule”). Additionally, state specific laws may regulate how certain confidential or personal information is safeguarded. The parties agree with respect to the Non-Public Personal Information to take all appropriate measures in accordance with the Act, and any state specific laws, as are necessary to protect the security of the Non-Public Personal Information and to specifically assure there is no disclosure of the Non-Public Personal Information other than as authorized under the Act, and any state specific laws, and this Agreement. With respect to Confidential Information, including Non-Public Personal Information and Personally Identifiable Financial Information as applicable, each of the parties agrees that:

  • Security and Collateral To secure the payment when due of the Notes and all other obligations of the Company under this Agreement or any Rate Hedging Agreement to the Lenders and the Agent, the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Agent Security Documents granting the following:

  • Cybersecurity and Data Protection The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed by the Company to be adequate in all material respects for, and operate and perform as required in connection with, the operation of the business of the Company and its Subsidiaries as currently conducted and, to the Company’s knowledge, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with the business of the Company and its Subsidiaries as currently conducted, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same, except for such failures as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for such failures as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect.

  • Intellectual Property Security Agreements Duly executed originals of Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements, each dated the Closing Date and signed by each Credit Party which owns Trademarks, Copyrights and/or Patents, as applicable, all in form and substance reasonably satisfactory to Agent, together with all instruments, documents and agreements executed pursuant thereto.

  • Security Interests and Code Filings (a) Evidence satisfactory to Agent that Agent (for the benefit of itself and Lenders) has a valid and perfected first priority security interest in the Collateral, including (i) such documents duly executed by each Credit Party (including financing statements under the Code and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens) as Agent may request in order to perfect its security interests in the Collateral and (ii) copies of Code search reports listing all effective financing statements that name any Credit Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those relating to the Prior Lender Obligations (all of which shall be terminated on the Closing Date).

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Security and Offset Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

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