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. Corporate Integrity Agreements (CIAs). In addition to DOJ's Antitrust Corporate Leniency Policy, the Departments of Defense (DOD) in 1986 and Health and Human Services (HHS) in 1994 developed Corporate Integrity Agreements (CIAs). Under these settlement agreements, which are akin to NPAs, companies doing business with those federal agencies agree to disclose fraud and other wrongdoing, provide periodic reports over a five-year period, and institute corporate compliance and reform programs. In return, the companies avoid being suspended or debarred from future government contracts and likely avoid being referred to DOJ for criminal prosecution. In some cases, CIAs are used in conjunction with DPAs. The use of CIAs by the Office of Inspector General of HHS rose sharply from only four CIAs in 1994 to a peak of 233 in 1998, with a current rate of approximately 100 per year. 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. A., of Xxxxxxxx 0, Xxxxxxx 00000, Xxxxxx (hereinafter referred to as "TSA"), (Singly the Party, jointly the Parties); is supplemental to the Settlement Agreement dated December 11th, 2013 (the "Agreement") made between NewLead and TSA.
Xxxxx-Xxxxxxx S. A. AND XXXXX-XXXXXXX ANIMAL NUTRITION AND XXXXX-XXXXXXX INC. AND XXXXX-XXXXXXX CANADA LTD AND XXXXXXX CANADA INC. AND ALUSUISSE-LONZA HOLDING LTD AND LONZA INC. AND LONZA A.G. AND CHINOOK GROUP LTD AND DAIICHI PARMACEUTICAL CO LTD AND EISAI CO LTD AND MERCK KGaA AND TAKEDA CHEMICAL INDUSTRIES LTD AND DEGUSSA-XXXX XX AND NEPERA INCORPORATED AND XXXXXX INDUSTRIES INC. AND BIOPRODUCTS INC. AND DCV INC. AND DUCOA L.P. AND AKZO NOBEL CHEMICALS B.V. AND
Xxxxx-Xxxxxxx S. A. ("RPSA") is a French Societe anonyme organized and existing under the laws of the French Republic.
Xxxxx-Xxxxxxx S. A. (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., a company established under the laws of Greece with registered office at 0 Xxxxxxx Xxxxxx, Xxxxxxx 00000, Xxxxxx (the “Holder”). (Jointly the Parties and singly the Party)
Xxxxx-Xxxxxxx S. A. ADDENDUM NO. 1 to the Settlement Agreement dated December 11, 2013 Addendum no. 1 This Addendum No. 1 ("Addendum No. 1") is made on the 1st of July 2014 by and between:
