Concurrent Offering. The Company has full right, power and authority to make the Concurrent Offering and to perform its obligations thereunder; and all action required to be taken for the due and proper authorization of the Concurrent Offering and the consummation by it of the transactions contemplated thereby has been duly and validly taken. The Concurrent Offering conforms, and will conform, in all material respects to the requirements of the Securities Act.
Concurrent Offering. On March 12, 2015, the Issuer also priced an offering of $800,000,000 aggregate principal amount of 5.500% senior notes due 2025 with estimated net proceeds of approximately $791,000,000, after deducting underwriting discounts and commissions and payment of estimated fees and expenses. The offering of the Issuer’s 5.500% senior notes due 2025 is subject to several closing conditions and there can be no assurance that the offering will close. The closing of the offering of the Secured Notes is not contingent on the closing of the offering of the senior notes.
Concurrent Offering. The Issuer is also concurrently offering units (“Units”) at a price of $0.125 per Unit (the “Concurrent Offering”). Each Unit consists of one Common Share of the Issuer and one Common Share purchase warrant (“Unit Warrant”). Each Unit Warrant will entitle the holder to purchase one Common Share for a period of one year at a price of $0.175 per Warrant Share. Further details regarding the Concurrent Offering are available from the Issuer. Warrants The Warrants will be non-transferable. The Warrant certificates will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, the payment of stock dividends and the amalgamation of the Issuer. In the event of an inconsistency between this Subscription Agreement and the warrant certificate, the terms of the Warrant certificate shall govern. The issue of the Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Warrants may be exercised. Compensation to Finders Certain finders may receive a cash commission of up to 7% and that number of non-transferable warrants equal to up to 7% of the number of FT Units sold to Purchasers under the Offering, with each finder’s warrant entitling the holder to purchase one Common Share for a period of one year at an exercise price of $0.125 per Common Share. Selling Jurisdictions The FT Units may be sold in each of the provinces of Canada (the "Canadian Selling Jurisdictions"). Exemptions The Offering will be made in the Canadian Selling Jurisdictions in accordance with the following exemptions from the prospectus requirements:
Concurrent Offering. The Company intends to continue raising additional funds concurrently with the Offering under a separate exemption from investors, and it could be under different terms. Investors should only participate in this Offering on the understanding that the Company may raise additional capital but that the Company has not guaranteed that it will be able to successfully raise additional capital. The Securities We request that you please review this Form C and the Crowd SAFE instrument attached as Exhibit C, in conjunction with the following summary information.
Concurrent Offering. In connection with the Offering, the Company has executed an Underwriting Agreement with I-Bankers Securities, Inc. (the "Underwriter"), dated of even date herewith (the "Underwriting Agreement"), whereby the Underwriter shall purchase from the Company 818,778 shares of Common Stock included in the Offered Shares (the "Underwritten Shares"). The representations, warranties and agreements made by the Company to the Underwriter in the Underwriting Agreement shall be deemed to be the representations, warranties and agreements of the Company to the Placement Agent as to the matters covered thereby.
Concurrent Offering. Substantially concurrently with the Closing Date, the Mandatory Exchangeable Private Placement (as described in the Time of Sale Information) shall have been consummated substantially on the terms as set forth in the Time of Sale Information.
Concurrent Offering. The Notes Offering substantially on the terms described in the Prospectus shall have been consummated at the Closing Time.
Concurrent Offering. On June 16, 2015, the Company priced its offering of an aggregate of 4.6 million shares of its 6.25% Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share and liquidation preference of $25 per share, at an offering price in the aggregate of $115,000,000. The Company has filed a shelf registration statement (File No. 333-202916) (including base prospectus) and related preliminary prospectus supplements dated June 16, 2015 with the Securities and Exchange Commission (the “SEC”) for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and related applicable preliminary prospectus supplement and any other documents that Valley has filed with the SEC for more information about Valley and the offerings. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offerings will arrange to send you the prospectus and the related preliminary prospectus supplement if you request it by calling Sandler O’Xxxxx + Partners, L.P. toll-free at 800-000-0000. SCHEDULE C Issuer-Represented General Free Writing Prospectus
Concurrent Offering. Concurrently, the Company is offering for sale in a private placement transaction, separate warrants to acquire 250,000 shares of the Company’s common stock at a purchase price of $.04 per warrant (the “Concurrent Offering”). Each warrant offered in the Concurrent Offering (the “Concurrent Warrants”) is initially exercisable into one (1) share of Common Stock at an exercise price of $2.00 per share, subject to adjustment and redemption. The terms of the Concurrent Warrants are identical to the terms of the Form of Warrant, attached hereto and made a part hereof as Exhibit A. Participation in this Offering does not provide any rights to participate in the Concurrent Offering.
Concurrent Offering. On the date hereof, the Company and JDS Uniphase Canada Ltd. shall have entered into the Exchangeable Share Purchase Agreement.
