Subject Company Information Sample Clauses
The "Subject Company Information" clause defines the requirements and obligations regarding the disclosure and use of information related to the company that is the subject of a transaction or agreement. Typically, this clause outlines what constitutes subject company information, who is responsible for providing it, and any limitations on its use or further disclosure. For example, it may specify that only information provided by the subject company or its representatives is covered, and that such information must be kept confidential by the receiving party. The core function of this clause is to ensure that sensitive company information is properly identified, handled, and protected during negotiations or due diligence, thereby reducing the risk of unauthorized disclosure or misuse.
Subject Company Information. The information relating to Subject Company and its Subsidiaries to be provided by Subject Company to be contained in the Joint Proxy Statement and the S-4, or in any other document filed with any other regulatory agency in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Joint Proxy Statement (except for such portions thereof that relate only to Parent or any of its Subsidiaries) will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.
Subject Company Information. (a) The name of the issuer is Akamai Technologies, Inc., a Delaware corporation (the "Company"), and the address of its principal executive office is ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇. The information set forth in the Offer to Exchange under Section 9 ("Information About Akamai Technologies, Inc.") is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by the Company to its employees to exchange, for compensatory purposes, all options outstanding under the Company's Second Amended and Restated 1998 Stock Incentive Plan, the Network24 Communications, Inc. 1997 Stock Option Plan, the Netpodium, Inc. 1998 Stock Option/Stock Issuance Plan, the 1996 Stock Option Plan of Intervu, Inc. and the Third Amended and Restated 1998 Stock Option Plan of Intervu, Inc. (collectively, the "Option Plans") to exchange shares of the Company's Common Stock, par value $0.01 per share ("Option Shares"), having an exercise price of more than $13.00 (the "Options"), other than the "Special Options" (as defined below), for shares of the Company's restricted common stock that will be granted under the Company's Second Amended and Restated 1998 Stock Incentive Plan (the "Restricted Stock"), upon the terms and subject to the conditions described in the Offer to Exchange, and the related cover letter (the "Cover Letter" and, together with the Offer to Exchange, as they may be amended from time to time, the "Offer"), attached hereto as Exhibit (a)(2). All of the option plans are considered employee benefit plans as defined in Rule 405 under the Securities Act of 1933. As of March 31, 2001, there were options to purchase 12,449,300 shares of the Company's common stock outstanding and eligible to participate in this Offer. The information set forth in the Offer to Exchange under Section 1 ("Number of Shares of Restricted Stock; Expiration Date"), Section 5 ("Acceptance of Options for Exchange and Cancellation and Issuance of Restricted Stock") and Section 8 ("Source and Amount of Consideration; Terms of Restricted Stock") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 7 ("Price Range of Common Stock") is incorporated herein by reference.
Subject Company Information. (a) The name of the Company to which this Schedule TO relates is Loral Space & Communications Ltd., a company organized under the laws of Bermuda. The address of the principal executive offices of the Company is c/o Loral SpaceCom Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and the telephone number of the Company is (▇▇▇) ▇▇▇-▇▇▇▇.
(b) The titles of the classes of equity securities to which this Schedule TO relates are: - Common Stock of par value $0.01 per share; - 6% Series C Convertible Redeemable Preferred Stock due 2006; and - 6% Series D Convertible Redeemable Preferred Stock due 2007. As of July 31, 2002, there were 372,930,403 shares of Common Stock, 8,084,174 shares of Series C Preferred Stock and 3,391,688 shares of Series D Preferred Stock outstanding.
(c) See the section of the Exchange Offer captioned "Market for the Common Stock and Preferred Stock."
Subject Company Information. (a) The name of the subject company is Houghton Mifflin Company, a Massachusetts corporation (the "Company"), and the address of the principal executive offices of the Company is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The phone number for its principal executive offices is (▇▇▇) ▇▇▇-▇▇▇▇.
(b) The title of the class of equity security to which this Statement relates is Common Stock, par value $1.00 per share, including the rights to purchase Series A Junior Participating Preferred Stock (the "Rights") issued pursuant to the Rights Agreement, as amended (the "Rights Agreement"), dated as of July 30, 1997 by and between the Company and BankBoston, N.A., as Rights Agent (together, the "Common Stock"). As of April 30, 2001, 28,877,784 shares of Common Stock were issued and outstanding.
Subject Company Information. (a) The name of the subject company is Atalanta/Sosnoff Capital Corporation (the "Company") and the address and telephone number of its principal executive offices is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (212) 867-5000.
(b) The subject class of equity securities of the Company is common stock, par value $0.01 per share, (the "Common Stock "). As of June 12, 2003, 8,664,715 shares of Common Stock were outstanding on a fully-diluted basis.