EXPLANATORY NOTEExplanatory Note • March 30th, 2017
Explanatory NoteExplanatory Note • July 5th, 2022
This Explanatory Note has been prepared jointly by the parties and is not to be used to assist in construing the Planning Agreement.
Explanatory NoteExplanatory Note • November 15th, 2002 • Large Scale Biology Corp • Pharmaceutical preparations • California
The following agreement has been entered into by certain of our employees in connection with the Company’s Stock Issuance Program under its 2000 Stock Incentive Plan.
EXPLANATORY NOTEExplanatory Note • April 3rd, 2017
On June 1, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of January 18, 2016 (the “Merger Agreement”), Water Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Progressive Waste Solutions Ltd., merged with and into Waste Connections US, Inc. (f/k/a Waste Connections, Inc.), a Delaware corporation (“Old Waste Connections”), with Old Waste Connections continuing as the surviving corporation and an indirect wholly-owned subsidiary of Waste Connections, Inc. (f/k/a Progressive Waste Solutions Ltd.), a corporation organized under the laws of Ontario, Canada (“New Waste Connections,” or the “Company”). The term “Progressive Waste acquisition” is used herein to refer to the transactions completed under the Merger Agreement, and the term “Progressive Waste” is used herein in the context of references to Progressive Waste Solutions Ltd. and its shareholders prior to the completion of the Progressive Waste acquisition on June 1, 2016.
Explanatory NoteExplanatory Note • November 4th, 2020 • Xcraft Enterprises, LLC • Aircraft
Explanatory NoteExplanatory Note • July 25th, 2017 • Sondors, Inc. • Motorcycles, bicycles & parts
Explanatory NoteExplanatory Note • April 5th, 2018 • Rite Aid Corp • Retail-drug stores and proprietary stores
As previously disclosed, on September 18, 2017, Rite Aid Corporation, a Delaware corporation (the “Company”) entered into the Amended and Restated Asset Purchase Agreement (the “Asset Purchase Agreement”) with Walgreens Boots Alliance, Inc., a Delaware corporation (“WBA”), and Walgreen Co., an Illinois corporation and a wholly owned subsidiary of WBA (“Buyer”). Under the Asset Purchase Agreement, Buyer has purchased or will purchase a total of 1,932 stores, three distribution centers and related inventory from the Company (the “Assets to Be Sold” or the “Disposal Group”) for an all-cash purchase price of $4.375 billion on a cash-free, debt-free basis (the “Sale”). As of March 27, 2018, all 1,932 stores and related inventory have been transferred to Buyer. The transfer of the three distribution centers and related inventory is expected to begin after September 1, 2018. The majority of closing conditions to the Sale have been satisfied, and the subsequent transfer of the Company’s distri
EXPLANATORY NOTE In connection with the Conseco, Inc. Director, Executive and Senior Officer Stock Purchase Plan (the "Plan"), Conseco, Inc. agreed to lend to participants in the Plan an amount equal to the interest payable by participants under bank...Explanatory Note • November 14th, 1996 • Conseco Inc Et Al • Accident & health insurance
Explanatory NoteExplanatory Note • January 5th, 2017 • Rise Companies Corp • Real estate investment trusts
RISE COMPANIES CORP. has prepared this Form 1-A solely for the purpose of filing Exhibit 15.6 and to list in the index the previously filed draft offering statements listed in Exhibits 15.1 through 15.5 pursuant to Rule 252(d).
EXPLANATORY NOTE Draft Planning Agreement for 264-268 Pennant Hills Road, CarlingfordExplanatory Note • August 16th, 2022
This explanatory note has been prepared in accordance with the requirements of Clause 25E of the Environmental Planning and Assessment Regulation, 2000.
EXPLANATORY NOTEExplanatory Note • July 19th, 2022
EXPLANATORY NOTEExplanatory Note • August 10th, 2020 • Summit Midstream Partners, LP • Natural gas transmission
Explanatory noteExplanatory Note • April 26th, 2016
Arrangements for the sharing of water from the rivers comprising the Murray–Darling Basin are the subject of an agreement entered into on 24 June 1992 between the Commonwealth, New South Wales, Victoria and South Australia (the Murray–Darling Basin Agreement). Legislative approval to that agreement was given when Parliament enacted the Murray–Darling Basin Act 1992. A copy of the
EXPLANATORY NOTEExplanatory Note • August 19th, 2019 • RSE Archive, LLC • Retail-retail stores, nec
RSE Archive, LLC has prepared this Pre-Qualification Amendment No. 1 to its Form 1-A filed on August 13, 2019 solely for the purposes of filing Exhibit 2.2, Exhibit 2.4 and Exhibit 12.1.
Explanatory NoteExplanatory Note • April 19th, 2021 • Fundrise Growth Ereit Vii, LLC • Real estate investment trusts
Fundrise Growth eREIT VII, LLC (the “Company”) has prepared this Form 1-K/A solely for the purpose of filing the exhibits list and signatures set forth below, which were inadvertently omitted due to a clerical error.
EXPLANATORY NOTEExplanatory Note • March 7th, 2018
This Order declares the Agreement to be a Community Treaty as defined by section 1(2) of the European Communities Act 1972. The principal effect of declaring the Agreement to be a Community Treaty, as so defined, is that the provisions of section 2 of the European Communities Act 1972 (which provide for the implementation of Community Treaties) apply to it.
Explanatory noteExplanatory Note • April 26th, 2016
The object of this Bill is to amend the Local Government Act 1993 (the principal Act) to authorise councils to enter into environmental upgrade agreements with building owners and finance providers.
EXPLANATORY NOTEExplanatory Note • October 9th, 2015 • Antero Midstream Partners LP • Natural gas transmission
On September 23, 2015, Antero Midstream Partners LP (the “Partnership”) and its wholly owned subsidiary, Antero Treatment LLC (“Antero Treatment”), entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Antero Resources Corporation (“Antero”). Pursuant to the terms of the Contribution Agreement, Antero agreed to contribute (the “Water Acquisition”) (i) all of the outstanding limited liability company interests of Antero Water LLC (“Antero Water”) to the Partnership and (ii) all of the assets, contracts, rights, permits and properties owned or leased by Antero and used primarily in connection with the construction, ownership, operation, use or maintenance of Antero’s advanced wastewater treatment complex to be constructed in Doddridge County, West Virginia, to Antero Treatment (collectively, (i) and (ii) are referred to herein as the “Contributed Assets”). In consideration for the contribution of the Contributed Assets, the Partnership (i) p
Explanatory NoteExplanatory Note • September 23rd, 2016 • Fundrise Real Estate Investment Trust, LLC • Real estate investment trusts
FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC has prepared this Form 1-A solely for the purpose of filing Exhibit 11.2 pursuant to Rule 252(f)(1)(iii).
EXPLANATORY NOTEExplanatory Note • February 22nd, 2019
EXPLANATORY NOTEExplanatory Note • July 20th, 2022
EXPLANATORY NOTEExplanatory Note • July 31st, 2018
Explanatory NoteExplanatory Note • April 19th, 2021 • Fundrise Balanced Ereit Ii, LLC • Real estate investment trusts
Fundrise Balanced eREIT II, LLC (the “Company”) has prepared this Form 1-K/A solely for the purpose of filing the exhibits list and signatures set forth below, which were inadvertently omitted due to a clerical error.
EXPLANATORY NOTEExplanatory Note • January 29th, 2019
EXPLANATORY NOTEExplanatory Note • November 13th, 2019
EXPLANATORY NOTEExplanatory Note • August 10th, 2020 • Summit Midstream Partners, LP • Natural gas transmission
On May 28, 2020, Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), closed on a Purchase Agreement (the “Purchase Agreement”) with affiliates of Energy Capital Partners II, LLC, a Delaware limited liability company (“ECP”) to acquire all the outstanding limited liability company interests of Summit Midstream Partners, LLC, a Delaware limited liability company (“Summit Investments”). We refer to the transactions contemplated by the Purchase Agreement as the “GP Buy-In Transaction.”
Explanatory Note PART III—EXHIBITSExplanatory Note • October 19th, 2020 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on October 18, 2020.
EXPLANATORY NOTEExplanatory Note • February 26th, 2024 • Howloo, Inc. • Miscellaneous food preparations & kindred products
Howloo, Inc., has prepared this Form 1-A/A solely for the purpose of refiling the Subscription Agreement (Exhibit 4), to change the Price Per Share in the Signature Page, which was incorrect.
EXPLANATORY NOTEExplanatory Note • October 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies
RSE Collection, LLC has prepared this Post-Effective Amendment No. 9 to its Form 1-A, qualified by the Commission on August 10, 2017, solely for the purpose of filing amended Exhibit 11.1 and amended Exhibit 12.1.
Explanatory NoteExplanatory Note • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations
On December 13, 2022, Midatech Pharma plc (the “Company,” “Midatech,” “we,” “our” or “us”) entered into an arrangement agreement (the “Arrangement Agreement”) with Bioasis Technologies Inc., a corporation existing under the laws of British Columbia, Canada (“Bioasis”). Pursuant to the terms and conditions of the Arrangement Agreement and a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia), on the closing date, (i) we will acquire all of the issued and outstanding common shares of Bioasis (the “Bioasis Shares”) in exchange for our ordinary shares, having nominal value of 0.1p per share (the “Ordinary Shares”) (to be issued in the form of our American Depositary Shares (the “ADSs”)) (the “Share Exchange”), and (ii) Bioasis will become our wholly-owned subsidiary (collectively with the Share Exchange and the transactions contemplated by the Arrangement Agreement (the “Arrangement”). The following are updated risk factors in connection w
DRAFT PLANNING AGREEMENT – 90 HIGH STREET, BLACK HEADExplanatory Note • January 30th, 2014 • New South Wales
EXPLANATORY NOTEExplanatory Note • August 14th, 2008 • Waccamaw Bankshares Inc • State commercial banks • North Carolina
The Registrant has entered into director supplemental retirement plan agreements with each of James G. Graham; J. Densil Worthington; James E. Hill, Jr.; Maudie M. Davis; Murchison B. Biggs; Alan W. Thompson; Crawford Monroe Enzor, III; Roger Dale Ward; and E. Autry Dawsey, Sr. These agreements are substantially identical in all material respects except as to the parties thereto. In reliance on Instruction 2 to Item 601 of Regulation S-K, the Registrant is filing a copy of only one of the agreements. The following schedule identifies the other documents omitted and sets forth the material details in which such documents differ from this Exhibit 10.7:
Explanatory NoteExplanatory Note • August 15th, 2018 • Fundrise Income eREIT II, LLC • Real estate investment trusts
Fundrise Income eREIT II, LLC (the “Company”) has prepared this Form 1-A/A solely for the purpose of filing the exhibits set forth below.
EXPLANATORY NOTEExplanatory Note • September 20th, 2021 • Landa App 2 LLC • Real estate
Landa App 2 LLC has prepared this Pre-Qualification Amendment No. 1 to its Form 1-A filed on September 17, 2021 solely for the purpose of filing Exhibit 99.1 pursuant to Rule 252(d).
EXPLANATORY NOTEExplanatory Note • December 19th, 2017 • RSE Collection, LLC • Motor vehicles & passenger car bodies
RSE Collection, LLC has prepared this Post-Effective Amendment No. 3 to its Form 1-A filed on December 18, 2017 solely for the purposes of filing Exhibit 12.3.
