THE SHAREHOLDER INQUIRY AND THE DISCLOSURES Sample Clauses

THE SHAREHOLDER INQUIRY AND THE DISCLOSURES. UTC, PWC and HSC (collectively the “UTC Entities”) failed to make a disclosure of the export violations until July 2006. The Shareholder Inquiry On February 15, 2006, UTC’s Investor Relations Department received an email inquiry from a non-governmental organization (“NGO”) that offers advice to investors on what it believes to be socially responsible investments. The email, entitled “Investor analysis of UTC’s activities in China,” stated that “Xxxxx & Xxxxxxx, a fully owned subsidiary of UTC, reportedly participates in the development of a new combat helicopter, commonly referred to as [the] Z-10,” notwithstanding that “[t]he transfer of military equipment to China is prohibited by US and EU arms embargoes.” The email informed UTC that the NGO was “carrying out in-depth research into the nature and degree of the involvement of your company . . . and that such research might result in a recommendation to divest from your company.” The inquiry concluded with a request “for any information you can provide about . . . the sale of military equipment as well as dual use equipment to the Chinese government in light of the arms embargo,” including any “corrective” and “pro-active measures” taken “to ensure that violations that have occurred in the past (with direct or indirect involvement of the company) will not occur in the future.” At the time of the investor inquiry, UTC personnel were in the process of preparing briefing materials for UTC senior management in advance of an annual shareholders meeting in April 2006. One of the issues included in the briefing materials was the inquiry from the NGO, and more generally, PWC’s helicopter programs in China. The information gathered and circulated within UTC in reaction to the shareholder inquiry eventually led to a meeting on April 13, 2006 among lawyers from UTC, P&W, PWC and UTC’s Export, Licensing and Economic Sanctions Office (“ELESO”), to discuss the briefing materials and PWC’s China programs. One of the action items arising out of that meeting was to determine whether UTC would need to make a disclosure regarding the export of the HSC EEC software to China. After further investigation, a subsequent meeting was held on May 1, 2006. By May 8, 2006, following a conference call among lawyers from P&W, PWC, HSC and ELESO, a collective decision was reached that a violation had apparently occurred and that UTC would make a disclosure to the State Department. On July 17, 2006, the UTC Entities submitted to DDTC the...
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs

Related to THE SHAREHOLDER INQUIRY AND THE DISCLOSURES

  • 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 HFF, 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 HFF’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.

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

  • Defendant’s Representations The defendant acknowledges that he has entered into this plea agreement freely and voluntarily after receiving the effective assistance, advice and approval of counsel. The defendant acknowledges that he is satisfied with the assistance of counsel, and that counsel has fully advised him of his rights and obligations in connection with this plea agreement. The defendant further acknowledges that no threats or promises, other than the promises contained in this plea agreement, have been made by the United States, the Court, his attorneys or any other party to induce him to enter his plea of guilty.

  • Company’s Representations and Warranties In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.