September 25, 2009

ING to sell Joint Venture Stake to ANZ

ING announced it has agreed to sell its life insurance and wealth management businesses in Australia and New Zealand to its joint venture partner, Australia & New Zealand Banking Group Ltd. (“ANZ”).

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 10.2 Nonsurvival of Representations, Warranties and Agreements.

None of the representations, warranties, covenants and agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for Section 7.4 and for those other covenants and agreements contained in this Agreement that by their terms apply or are to…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 9.2(b)

(b)  Cowen shall pay Ramius, by wire transfer of immediately available funds, the sum of $3,500,000 (the “ Termination Fee ”) and/or the Ramius Expenses if this Agreement is terminated as follows:        (i)  if Ramius shall terminate this Agreement pursuant to Section 9.1(e)  hereof, then Cowen…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – “Material Adverse Effect” Definition

“ Material Adverse Effect ” means, with respect to Ramius or Cowen, as the case may be, any event, change, circumstance or development which has or is reasonably likely to have a material adverse effect on (i) the financial condition, results of operations or business of such party and its…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 8.3(a)

(a)  Representations and Warranties .  The representations and warranties of Ramius set forth in this Agreement shall be true and correct in all respects (without regard to any materiality qualifiers therein) as of the date hereof and as of the Effective Time as though made on and as of the…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 8.2(a)

(a)  Representations and Warranties .  The representations and warranties of Cowen set forth in this Agreement shall be true and correct in all respects (without regard to any materiality qualifiers therein) as of the date hereof and as of the Effective Time as though made on and as of the…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 7.10(b)(iii)

     (iii)  Except as expressly permitted by this Section 7.10(b)(iii) , neither the Board of Directors of Cowen nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, the recommendation by the Board of Directors of Cowen of this Agreement and/or the…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 7.10 No Solicitation

(a) No-Solicitation by Ramius .        (i) Unless and until Cowen enters into or participates in any discussions or negotiations regarding an Alternative Transaction or enters into a confidentiality agreement with any third party with respect to an Alternative Transaction not resulting from or arising out of…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 7.3 Stockholder Approval

Cowen shall call a meeting of its stockholders (the “ Cowen Stockholder Meeting ”) to be held as soon as reasonably practicable for the purpose of (i) obtaining the requisite affirmative vote of the holders of Cowen Common Stock entitled to vote on the adoption of this Agreement and in…

Continue reading...

September 21, 2009

Ramius/Cowen Agreement – Section 5.17(h)

(h)  No consents or approvals are required under (i) applicable Law (including, for the absence of doubt, the Advisers Act), or (ii) any Investment Advisory Agreement, from any Fund Board, any Limited Partners of any Fund or any other applicable third-parties in order to (A) avoid triggering a withdrawal right…

Continue reading...

Menu