Certain Information Concerning Purchaser and Parent Clause Samples

Certain Information Concerning Purchaser and Parent. Purchaser is a Delaware corporation and, to date, has engaged in no activities other than those incident to its formation and the Offer and the Merger. Purchaser is currently an indirect wholly-owned subsidiary of Parent. The principal executive offices of Purchaser are located at 1000 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Purchaser's telephone number is 713-▇▇▇-▇▇▇▇. Parent is a corporation (sociedad anonima de capital variable) organized under the laws of the United Mexican States. It is a holding company with one of the leading retail brand portfolios in Mexico and an expanding presence in e-commerce. Parent owns and operates 305 stores in major cities across Mexico, including Sanborns, Sanborns Cafe, Sears Roeb▇▇▇ ▇▇ Mexico, Pasteleria el Globo, Mix-up and Discolandia. Parent also produces food and manufactures household/personal care items sold throughout Mexico and has over 30,000 employees. Parent's e-commerce initiatives include a shopping portal for Sanborns products. The principal executive offices of Parent are located at Aven▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, Colonia Pena ▇▇▇re Tlalpan, Mexico, D.F, 14060 and Parent's telephone number is 011-▇▇▇-▇▇▇-▇▇▇▇. Carso, a corporation organized under the laws of the United Mexican States, owns approximately 79 percent of the outstanding voting equity securities of Parent, and may be deemed to control Parent. The remainder of Parent's equity securities are publicly held and listed on the Mexican Stock Exchange. Carso is a holding company with interests in the tobacco, mining, metallurgical and paper industries, in the operation of restaurants and department stores (through Parent) and in the production of copper, copper alloys, copper cable and aluminum wires. The principal executive offices of Carso are located at Insurgentes Sur 1500, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Mexico, D.F., 14060 and Carso's telephone number is 011-▇▇▇-▇▇▇-▇▇▇▇. ▇▇. Carl▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇. Marc▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Mr. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇. Mari▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Domit and Ms. Joha▇▇▇ ▇▇▇i▇▇▇ ▇▇▇m Domit (collectively, the "SLIM FAMILY"), through a Mexican corporation and a Mexican trust, beneficially own approximately 61 percent of the outstanding voting equity securities of Carso and may be deemed to control Carso and thus to be ultimately in control of Parent and Purchaser.

Certain Information Concerning Purchaser and Parent. The principal executive offices of Parent are located at ▇-▇▇, ▇▇▇▇▇▇-▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇. Established in 1928, Parent is a leading manufacturer of photocopiers, printers, and other image information products; conventional cameras, digital cameras, and other optical products; radiometric instruments; and planetariums. Parent's manufacturing network includes facilities and subsidiaries in Japan, the United States, France, Malaysia, China, and Brazil. Its products are marketed throughout the world via an extensive network of subsidiaries, affiliates, and distributors. Purchaser was incorporated in June, 1999 under the laws of the State of Delaware for the purpose of acquiring an equity interest in the Company. Purchaser is a wholly-owned subsidiary of Parent. Purchaser has not, and is not expected to, engage in any business other than in connection with its organization, the Offer, the Merger, the related financing and other transactions related to the Company. The name, business address, citizenship, present principal occupation and employment history of each of the directors and executive officers of Parent and Purchaser are set forth in Schedule I of this Offer to Purchase. Parent is not subject to the information and reporting requirements of the Exchange Act, and, accordingly, does not file reports or other information with the Commission relating to its business, financial condition and other matters. Except as set forth elsewhere in this Offer to Purchase: (i) none of the Acquirors nor, to the best knowledge of the Acquirors, any of the persons listed in Schedule I hereto or any associate or majority-owned subsidiary of Parent or any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of the Acquirors nor, to the knowledge of the Acquirors, any of the persons or entities referred to in clause (i) above or any of their executive officers, directors or subsidiaries has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; (iii) none of the Acquirors nor, to the knowledge of the Acquirors, any of the persons listed in Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guar...

Certain Information Concerning Purchaser and Parent. Background of the Offer; Contacts with the Company...

Certain Information Concerning Purchaser and Parent. Purchaser is a Delaware corporation incorporated on August 15, 2011, with principal executive offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. The telephone number of our principal executive offices is (▇▇▇) ▇▇▇-▇▇▇▇. To date, we have engaged in no activities other than those incidental to our formation, entry into the Merger Agreement and commencement of the Offer. Purchaser is a wholly-owned subsidiary of Parent. Parent is a Delaware corporation with principal executive offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. The telephone number of our principal executive offices is (▇▇▇) ▇▇▇-▇▇▇▇. Parent, through it subsidiaries, is a source of information for financial professionals and businesses, combining technology with analytics, data, news, and display and distribution capabilities, to deliver information via the BLOOMBERG PROFESSIONAL service, data products and certain internet-based products. Parent is also the owner of Bloomberg News, which conducts newsgathering operations out of 146 bureaus in 72 countries around the world, providing breaking news and analysis to professionals and consumers on a daily basis. Parent and its subsidiaries also own and operate media properties spanning television, radio, digital properties and print publications. These media properties include Bloomberg Markets, a financial magazine with a circulation of more than 355,000, Bloomberg BusinessWeek, a weekly magazine with more than 4.6 million readers in 140 countries, Bloomberg Television, which is available in more than 250 million homes worldwide, and Bloomberg Radio, which is syndicated to more than 200 affiliates. Furthermore, Parent’s digital media properties, ▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ reach more than 20 million individuals each month and its Mobile application has been downloaded more than six million times. Together, Parent’s news and multimedia businesses employ more than 2,300 professionals around the world. In total, Parent (either directly or through its subsidiaries) employs more than 13,000 people in 185 locations around the world. The name, business address, current principal occupation or employment, five-year employment history and citizenship of each director and executive officer of Parent and ▇▇▇▇▇▇▇▇▇ and certain other information are set forth on Schedule I and Schedule II hereto, respectively. 23 Table of Contents Except as set forth below: (a) none of Parent, Purchaser and, to Parent’s and Purchaser’s knowledge, the persons listed ...

Certain Information Concerning Purchaser and Parent. Purchaser is a Delaware corporation and, to date, has engaged in no activities other than those incident to its formation and the Offer and the Merger. Purchaser is currently a direct wholly owned subsidiary of Parent. The principal executive offices of Purchaser are located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Purchaser's telephone number is (860) 728- 7000. Parent is a Delaware corporation. Parent and its consolidated subsidiaries conduct their business within four principal operating segments. The operating units of Parent and its consolidated subsidiaries are grouped based upon the operating segment in which they participate. The units participating in each operating segment and their respective principal products are as follows: . Otis offers a wide range of elevators, escalators, moving walks and shuttle systems and related installation, maintenance and repair services; and modernization products and services for elevators and escalators. . Carrier provides heating, ventilating and air conditioning (HVAC) equipment for commercial, industrial and residential buildings; HVAC replacement parts and services; building controls; commercial, industrial and transport refrigeration equipment; and aftermarket service and components.

Certain Information Concerning Purchaser and Parent. PURCHASER. Purchaser, a newly incorporated Delaware corporation, has not conducted any business other than in connection with the Offer and the Merger Agreement. All of the issued and outstanding shares of capital stock of Purchaser are held by Parent. The principal address of Purchaser is c/o Heico Holding, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. PARENT. Parent, a Delaware corporation, is a privately owned holding company headquartered in Chicago, Illinois. Activities include construction equipment and services, heavy machinery, materials handling, and other interests. The principal executive offices of Parent are located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Because the consideration offered consists solely of cash, the Offer is not subject to any financing condition, and the offer is for all of the outstanding Shares, Purchaser believes the financial condition of Parent, Purchaser and their affiliates is not material to a decision by a holder of Shares whether to sell, tender or hold Shares pursuant to the Offer. The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the directors and executive officers of Purchaser and Parent are set forth in Schedule I to this Offer to Purchase. During the last five years, none of Purchaser or Parent, or, to the best of their knowledge, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as described in this Offer to Purchase (i) none of Purchaser or Parent, or, to the best of their knowledge, any of the persons listed in Schedule I to this Offer to Purchase, or any associate or majority-owned subsidiary of Parent, Purchaser or the Company, beneficially owns or has any right to acquire, directly or indirectly, any equity securities of the Company and (ii) none of Purchaser or Parent, or to the best of their knowledge, any of the persons or entities referred to above has effected any transaction in such...

Certain Information Concerning Purchaser and Parent. Purchaser is a Delaware corporation incorporated on July 18, 2007, with principal executive offices at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The telephone number of its principal executive offices is (▇▇▇) ▇▇▇-▇▇▇▇. To date, Purchaser has engaged in no activities other than those incident to its formation, the Merger Agreement and the commencement of the Offer. Purchaser is a wholly-owned subsidiary of Parent. Parent is a Delaware corporation incorporated in 1947 as the successor to a partnership founded in 1939 by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇. Effective in May 1998, Parent changed its state of incorporation from California to Delaware. Parent's principal executive offices are located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The telephone number of Parent's principal executive offices is (▇▇▇) ▇▇▇-▇▇▇▇. Parent is a leading global provider of products, technologies, solutions and services to individual consumers, small and medium sized businesses and large enterprises. Parent's offerings span enterprise storage and servers, multi-vendor services, including technology support and maintenance, consulting and integration and managed services, personal computing and other access devices, and imaging and printing-related products and services. The name, business address, current principal occupation or employment, five year material employment history and citizenship of each director and executive officer of Purchaser and Parent and certain other information are set forth on Annex I hereto. Except as a result of the Tender and Stockholder Support Agreements described in Section 13—"The Transaction Documents" and as described elsewhere in this Offer to Purchase or Annex I to this Offer to Purchase: (i) none of Parent and Purchaser and, to the knowledge of Parent and Purchaser, the persons listed in Annex I hereto or any associate or majority owned subsidiary of Parent, Purchaser or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of Parent, Purchaser and, to the knowledge of Parent and Purchaser, the other persons or entities referred to in clause (i) above has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; (iii) none of Parent, Purchaser and, to the knowledge of Parent and Purchaser, the other persons listed in Annex I to this Offer to Purchase, has any contract, arrangement...

Certain Information Concerning Purchaser and Parent. Purchaser is a Delaware corporation and, to date, has engaged in no activities other than those incident to its formation and the Offer and the Merger. Purchaser is a wholly owned subsidiary of Parent. The principal executive offices of Purchaser are located at c/o Information Holdings Inc., 2777 Summer Street, Stamford, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇ ▇umber is 203-961-9106. Set forth in S▇▇▇▇▇▇▇ ▇ ▇▇reto are the name, business address and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of Purchaser. Parent is a Delaware corporation and is a leading provider of information products and services to professional end-users in intellectual property, scientific and technical information and information technology learning markets. The principal executive offices of Parent are located at 2777 Summer Street, Stamford, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇er is 203-961-9106. Except fo▇ ▇▇▇ ▇▇▇▇▇▇ which may be deemed to be beneficially owned by Parent and Purchaser pursuant to the Stockholders Agreement (as defined below), none of Parent or Purchaser nor, to Parent's and Purchaser's knowledge, the persons listed in Schedule A hereto (except as indicated in such Schedule) or any majority-owned subsidiary of Parent or Purchaser, beneficially owns or has a right to acquire any securities of the Company or has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the Company, joint venture, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, or has effected any transaction in the securities of the Company during the past 60 days. Except as set forth in this Offer to Purchase, since November 13, 1999, neither Parent or Purchaser nor, to Parent's and Purchaser's knowledge, the persons listed on Schedule A hereto, has had any business transactions (i) with the Company or any of its affiliates that are not natural persons where the aggregate value of the transactions is more than one percent of the Company's consolidated revenues for the fiscal year when the transaction occurred; or the past portion of the current fiscal year, if the transaction occurred in the...

Certain Information Concerning Purchaser and Parent. Purchaser. Our name is Bengal Acquisition Inc. We are a Delaware corporation incorporated on June 18, 2008 and a wholly-owned direct subsidiary of Parent. We were formed solely for the purpose of facilitating Parent’s acquisition of Barrier. To date, we have not carried on any activities other than those incidental to our formation and as otherwise contemplated by the Merger Agreement. Upon consummation of the proposed Merger, we will merge with and into Barrier and will cease to exist, with Ba▇▇▇▇▇ ▇ontinuing as the surviving corporation. Our principal executive offices are located at c/▇ ▇▇▇▇▇▇▇ Laboratories, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Parent. ▇▇▇▇▇▇▇ Laboratories, Inc., which we refer to as Parent, is a privately held Delaware corporation, which was originally incorporated in New York in 1944. Parent is the world’s largest independent pharmaceutical 15 Table of Contents company specializing in dermatology. Parent develops, manufactures and markets a variety of prescription and non-prescription dermatological products. Parent’s principal executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.