Xxxxx-Xxxxxxx S. A., a company duly incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered address at 00 xxxxxx Xxxxxxxx, X-0000 Xxxxxxxxxx (“SNSA”);
Xxxxx-Xxxxxxx S. A., 524 X. Xxxx. 2d 609 (E.D. Pa. 2007). On December 21, 2007, the Justice Department wisely announced that it would not appeal the dismissal, likely sensing an unfavorable outcome. Many of the CIAs provide for set penalties if the company fails to comply with its terms, as interpreted by HHS. As in their DPA counterparts, many of the terms in CIAs are burdensome, intrusive, or of questionable validity. For example, many CIAs ban off- label marketing by pharmaceutical and medical device companies, which infringes on their First Amendment commercial free speech rights and effectively precludes a judicial challenge to the ban. To underscore the power of HHS to enforce this questionable ban, as discussed in Chapter One, Xxxxxx Xxxxxxxxx and three of its corporate officers were forced to plead guilty in May 2007 for "unlawful" pharmaceutical marketing practices by lower- level employees, of which they were unaware. In late 2007, HHS began proceedings to exclude these executives from working for the company.
Xxxxx-Xxxxxxx S. A., a limited liability company incorporated in Luxembourg, with corporate seat in Luxembourg, and having its address at 00 Xxxxxx Xxxxxxxx, X-0000 Xxxxxxxxxx, Xxxxxxxxxx (“Stolt”).
Xxxxx-Xxxxxxx S. S.E. will present, “The Acts of the Apostles”. Program begins with Mass at 11:15 am, followed by topic presentation and lunch.
Xxxxx-Xxxxxxx S. A. and others as guarantors (3) the banks and financial institutions listed in Schedule 1 to the Facility Agreement as lenders (the “Banks”) (4) the banks and financial institutions listed in Schedule 3 to the Facility Agreement as lead arrangers and underwriters and (5) yourselves as facility agent and security trustee (the “Agent”) each of the Banks agreed to advance to the Borrower its respective Commitment of an aggregate principal amount not exceeding four hundred million Dollars ($400,000,000) (the “Loan”) upon the terms and conditions contained in the Facility Agreement and that it is a condition to (i) the Banks’ agreement to continue to make any part of the Loan available to the Borrower and (ii) an Instructing Group consenting to (a) the Vessels being bareboat chartered to us and (b) our appointment as managers in accordance with clauses 8.1.4 and 8.1.5 respectively of the Shipowners’ Guarantee that we (the “Manager”) enter into this letter in favour of the Security Trustee on behalf of the Banks.
Xxxxx-Xxxxxxx S. A. and others as guarantors (3) the banks and financial institutions listed in Schedule 1 to the Facility Agreement as lenders (the “Banks”) (4) the banks and financial institutions listed in Schedule 3 to the Facility Agreement as lead arrangers and underwriters and (5) Deutsche Bank AG in Hamburg as facility agent and security trustee (the “Agent”) each of the Banks agreed to advance to the Borrower its respective Commitment of an aggregate principal amount not exceeding four hundred million Dollars ($400,000,000) (the “Loan”) and that it is a condition to the Banks’ agreement to continue to make any part of the Loan available to the Borrower that we (the “Managers”) enter into this letter in favour of the Security Trustee on behalf of the Banks.
Xxxxx-Xxxxxxx S. (Supreme Court of the State of New York, County of New York, filed July 9, 1997), plaintiff claims that Purchaser has breached its fiduciary duties to the Company's shareholders, that it is abusing its dominant position as a majority shareholder by imposing an inadequate price per Share on the minority shareholders, which is inadequate and was fixed arbitrarily, and that the alleged "offer" was not the result of arm's-length negotiations. The relief sought by plaintiff includes an injunction against the continuation of the alleged "offer", a declaration that defendant has breached its fiduciary duties, the establishment of a committee to ensure that the procedure with respect to any transaction for the purchase of Shares is fair, and damages in an unspecified amount. Purchaser has filed a motion to dismiss in this action based upon lack of jurisdiction and 18
Xxxxx-Xxxxxxx S. A. (United States District Court for the Eastern District of Pennsylvania, filed July 15, 1997), plaintiff alleges that Purchaser has committed violations of Section 14(d) and (e) of the Exchange Act in failing to make the required filing and disclosures required by those sections, abused its position as the majority shareholder and undervalued the Share price. The relief sought by plaintiff includes an injunction against continuation of the alleged "offer", and fees and costs of the action in an unspecified amount. Purchaser has filed a motion to dismiss the action based on the plaintiff's failure to serve process on Purchaser and for failure to state a claim for which relief can be granted. In Krim x. Xxxxx-Xxxxxxx S.A. et al. (New Jersey Superior Court, Xxxxxx County, filed July 15, 1997), plaintiff alleges that the alleged "offer" was not the result of arms'-length negotiations and does not take into account the Company's future prospects, and that, in proposing an allegedly inadequate price, defendants--Purchaser and several individuals who are officers and/or directors of the Company--breached their fiduciary duties by abusing Purchaser's position as a majority shareholder. The relief sought includes an injunction against the alleged "offer" or, in the alternative, rescission of the contemplated transaction, and damages in an unspecified amount. In Xxxxx x. Xxxxxx X. Xxxxxxxx et al. (Pennsylvania Court of Common Pleas, Trial Division, Xxxxxxxxxx County, filed July 31, 1997), plaintiff alleges that the defendants--Purchaser and several individuals who are officers and/or directors of the Company and/or Purchaser--have breached their fiduciary duties by using positions of power and control to impose an allegedly inadequate price per Share on the minority shareholders. The relief sought includes an injunction against the alleged "offer" or, in the alternative, rescission of the contemplated transaction, a declaration that defendants have breached their fiduciary duties, and damages in an unspecified amount. On August 25, 1997, an additional putative class action was filed by a shareholder of the Company. In Columbo x. Xxxxx-Xxxxxxx Xxxxx Inc. et al. (Pennsylvania Court of Common Pleas, Trial Division, Xxxxxxxxxx County, filed August 25, 1997), plaintiff alleges that the defendants--Purchaser and several individuals who are officers and/or directors of the Company and/or Purchaser--have breached their fiduciary duties by using positions of power and cont...
Xxxxx-Xxxxxxx S. A., 387 F.3d 163, 172 (2d Cir. 2004) (citing Xxxxx Xxxxxxx Negoce X.X.
Xxxxx-Xxxxxxx S. A.” c. Administración del Estado y “Rumasa, S.A.”
