Purpose of Transaction. State the purpose or purposes of the acquisition of se- curities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:
Purpose of Transaction. The information set forth in Item 3 is hereby incorporated by reference in this Item 4. As described in Item 3 above and Item 6 below, which descriptions are incorporated by reference in this Item 4, this Statement is being filed in connection with the acquisition of Ordinary Shares by JD Sunflower pursuant to the Share Subscription Agreement (as amended by the SSA Amendment). XX Xxxxxxxxx became the beneficial owner of the Subscription Shares once all the requisite regulatory approvals were received. Following the transactions described in this Statement, JD will be deemed to beneficially own, taking into account its existing beneficial ownership, approximately 52.0% of the Issuer’s issued and outstanding shares. The Reporting Persons have no present intention to acquire additional securities of the Issuer, they intend to review their investment on a regular basis and, as a result thereof and subject to the terms and conditions of the documents described in the Statement, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations and subject to the restrictions on transfers set forth in the documents described in the Statement. Notwithstanding anything contained herein, each of Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the ma...
Purpose of Transaction. Item 4 is hereby amended in its entirety to read as follows: "On March 13, 2000 (the "Closing Date"), Taurus International, Taurus, Credit Agricole Lazard Financial Products Bank ("CALFP") and Tokyo-Mitsubishi International plc ("Tokyo-Mitsubishi International") entered into a purchase agreement ("Purchase Agreement") under which (1) Taurus International sold 1,000,000 Common Shares, or approximately 1.36 % of the outstanding capital stock of the Company, to Tokyo-Mitsubishi International, and (2) Taurus sold 3,750,000 Common Shares, or approximately 4.9 % of the outstanding capital stock of the Company, to CALFP and 250,000 Common Shares, or approximately 0.34 % of the outstanding capital stock of the Company, to Tokyo-Mitsubishi International. Simultaneously with these sales, Taurus International entered into a Call Option Agreement, dated the Closing Date ("Call Option Agreement"), with CALFP pursuant to which CALFP sold a call option to Taurus International in respect of 5,000,000 Common Shares. The purpose of the transactions was to reduce the holding by Anglo American in the issued share capital of the Company to below 50%, so that Anglo American may account for the results of the Company under relevant accounting standards on an equity rather than a consolidated basis. Anglo American will determine the timing of any further sale or course of action in relation to its holding in the Company based on market and other conditions and will continue to evaluate its position."
Purpose of Transaction. At the time of the acquisition of shares of the Common Stock by the Reporting Persons described in the November, 1983 Filing and in the next paragraph, there were and are no plans or proposals by or between the Reporting Persons which would relate to or result in matters described in clauses (b) through (j) of Item 4 of Schedule 13D. CUSIP No. 030000000 SCHEDULE 13D -------------------------------------------------------------------------------- The Reporting Persons are both directors and executive officers of the Company. On November 8, 1984, the Reporting Persons acquired 746,555 shares of the Common Stock from 31 stockholders. Attached as Exhibit 1 hereto is a copy of the form of Stock Purchase Agreement (together with the promissory note and pledge agreement) used in each of the 31 purchase and sale transactions. Attached as Exhibit 2 is a list of the names of each of the stockholders from whom the shares of the Common Stock were acquired, the number of shares acquired from each and the price per share paid to such selling stockholders by the Reporting Persons. The Reporting Persons do not intend to materially change the Company's management, present capitalization or dividend policy, the charter documents or the Company's business or corporate structure.
Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On April 19, 2016, the Reporting Persons, Altimeter Capital Management, Altimeter Partners Fund, L.P. (“Altimeter Partners”) and certain other parties (collectively, the “Settlement Parties”) entered into a settlement agreement with the Issuer (the “Settlement Agreement”) whereby Altimeter Partners agreed to withdraw its notice of nomination, originally sent to the Issuer on March 8, 2016, and whereby the parties agreed, among other things, and subject to certain conditions, that the Board will: (i) immediately following the execution and delivery of the Settlement Agreement (the “Effective Time”), increase the size of the Board to seventeen directors and appoint Xxxxxx Xxxxxxx (“Xx. Xxxxxxx”) and Xxxxxxx Xxxxxxx (“Xx. Xxxxxxx”) to fill the newly-created vacancies and to serve as directors on the Board; (ii) include Messrs. Xxxxxxx and Harford in its slate of nominees for election as directors at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”) and solicit proxies in favor of the election of Messrs. Xxxxxxx and Harford at the 2016 Annual Meeting; and (iii) mutually agree with PAR Capital Management and Altimeter Capital Management to identify an additional director (the “New Independent Director”) and appoint the New Independent Director to the Board as promptly as possible following the Effective Time and with an outside target date of six months after the Effective Time. In addition, the Issuer shall include the New Independent Director in its slate of nominees for election as directors at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”) and solicit proxies in favor of the New Independent Director. The Settlement Parties will also abide by certain customary standstill provisions, such provisions to last until the later of (x) the day Xx. Xxxxxxx is no longer a director and (y) two weeks prior to the deadline for the submission of notices of stockholder nominations or proposals under the Issuer’s Amended and Restated Bylaws for the 2017 Annual Meeting (the “Standstill Period”). The standstill provisions provide that each of the Settlement Parties agrees to cause all shares of Common Stock beneficially owned by it to be present for quorum purposes and to be voted in favor of the directors nominated by the Board for election or other business that may come before any shareholder meeting during the Standstill Period, subject t...
Purpose of Transaction. The information set forth above under Item 3 is incorporated by reference in this Item 4. The Reporting Persons hold the share of Common Stock, and rights to acquire shares of Common Stock, as reported in this Statement for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer or engage in discussions with the Issuer concerning further acquisitions of shares of Common Stock or other securities of the Issuer or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer. Except as set forth in Item 3 of above, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D.
Purpose of Transaction. In the case of the Exchangeable Transferor Certificate, HRSI is acquiring the Exchangeable Transferor Certificate for its own account and not with a view to any public offering or distribution of the Exchangeable Transferor Certificate or any interest therein. In the case of the Class D Certificates, HRSI is acquiring the Class D Certificates for its own account, and understands and agrees that such acquisition is being made in reliance on Rule 144A without any view to an offering or distribution of such Class D Certificates or any interest therein.
Purpose of Transaction. Item 4 hereby partially is amended by adding at the end thereof, the following: The closing of the transactions described in Item 4 occurred on November 20, 1989.
Purpose of Transaction. Item 4 hereby partially is amended by adding at the end thereof, the following: On November 3, 1989, the shareholders of the Issuer approved the Purchase Agreement and elected AMM as Chairman of the Board and RCS, Xx. Xxxxx, Xx. Xxxxxxxxx and Xx. Xxxxx as directors of the Issuer.
Purpose of Transaction. Under the terms of a Stock Purchase Agreement dated as of August 17, 1989, and executed September 6, 1989, a copy of which is attached hereto as Exhibit H (the "Purchase Agreement"), TAG, AMM, RLK, ADG, RCS, KGD, KPL and BEK (the "Stock Purchasers") will purchase shares of Stock from the Issuer, and Liberty (together with the Stock Purchasers, the "Investors") will purchase warrants to acquire shares of Stock SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 20 OF 33 PAGES -------------------------------------------------------------------------------- from the Issuer (the "Warrants" and, with respect to the shares of Stock issuable upon exercise of the Warrants, the "Warrant Stock"), such amounts to be determined pursuant to the formulas contained in Section 1.02 of the Purchase Agreement and described below. The formulas are designed to give the Investors, based on certain assumptions, approximately 41% of the shares of Stock outstanding after completion of the sale and assuming exercise in full of the Warrants. The description set forth in this Item 4 of the Purchase Agreement and of the other documents to be entered into in connection therewith, including without limitation the forms of Warrant attached as Exhibit B to the Purchase Agreement (the "Warrant"), Registration Rights Agreement attached as Exhibit F to the Purchase Agreement (the "Registration Rights Agreement"), Employment Agreement between the Issuer and AMM attached as Exhibit G to the Purchase Agreement (the "AMM Employment Agreement"), Employment Agreement between the Issuer and RCS attached as Exhibit H to the Purchase Agreement (the "RCS Employment Agreement" and, jointly with the AMM Employment Agreement, the "Employment Agreements") and SAR Purchase Agreements, as defined below, is not, and does not purport to be, complete, and is qualified in its entirety by reference to the Purchase Agreement and to such other documents.
