RECENT SALES OF UNREGISTERED SECURITIES Sample Clauses

RECENT SALES OF UNREGISTERED SECURITIES. During the past three years, the Company has sold securities which were not registered as follows:
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RECENT SALES OF UNREGISTERED SECURITIES. There have been no sales of unregistered securities by the Company.
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RECENT SALES OF UNREGISTERED SECURITIES. During the last fiscal year, we have sold and issued the following unregistered securities:
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RECENT SALES OF UNREGISTERED SECURITIES. The Company was incorporated in April 19, 2002 under the laws of Bermuda. The Company expects to enter into a Formation and Separation Agreement pursuant to which, among other things, the Company will sell 6,000,000 Common Shares in a private placement to The St. Xxxx Companies, Inc. (the number of shares being subject to adjustment as provided therein), contingent upon completion of the offering registered by this Registration Statement. The Company has entered into an Investment Agreement pursuant to which, among other things, the Company will sell 3,960,000 Common Shares in a private placement to RenaissanceRe Holdings Ltd. (the number of shares being subject to adjustment as provided therein), contingent upon completion of the offering registered by this Registration Statement. The St. Xxxx Companies, Inc. and RenaissanceRe Holdings Ltd. are the sole purchasers in the private placements and are each a "qualified institutional buyer" as such term is defined in Rule 144A under the Securities Act of 1933. Accordingly, the private placements will be made in reliance upon the exemptions from registration provided in such circumstance by the no-action letters regarding Black Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff, Plesent & Xxxxxx (publicly available February 28, 1992). The Formation and Separation Agreement is filed as Exhibit 2 to this Registration Statement. The Investment Agreement is filed as Exhibit 10.44 to this Registration Statement.
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RECENT SALES OF UNREGISTERED SECURITIES. During April of 1998, Delta Capital issued to X. Xxxxx Capital Corp. 200,000 shares of restricted common stock as repayment of the $206.95 incorporating expenses paid on Delta Capital's behalf by X. Xxxxx Capital Corp. This share issuance was exempt from registration under Section 4(2) of the Securities Exchange Act of 1934 and the appropriate restrictive legend was placed on the share certificate issued. During April, 1998 Delta Capital sold 2,000,000 shares of unrestricted common stock, and received $60,000. This offering was a private placement and Delta Capital was exempt from registration under the Exchange Act. Further Delta Capital was eligible under Securities and Exchange Commission Rule 504, which allowed the shares sold in this private placement to be issued without restrictive legend. The recipients of these shares, primarily being Delta Capital friends, relatives and business associates of Delta Capital's officers, directors and investors, represented their intention to acquire the shares for investment purposes only, and not with a view to resale or distribution. The 2,000,000 shares of Delta Capital were issued to the following in the indicated amounts: ---------------------------------------------------------------------------------------------------------------- NAME NUMBER NAME NUMBER OF SHARES OF SHARES ---------------------------------------------------------------------------------------------------------------- Bonanza Management Ltd. 100,000 Xxxxxxxxxx, Xxxxx 100,000 ---------------------------------------------------------------------------------------------------------------- Xxxxxxx, Xxxxxxx 14,000 Xxxxxxx, Xxxxxx 100,000 ---------------------------------------------------------------------------------------------------------------- Xxxxxxx, Xxx 50,000 Xxxxxxx, Xxxxx 100,000 ---------------------------------------------------------------------------------------------------------------- Xxxxxxxx, Xxxxx 10,000 Xxxxxxx, Xxxxxx 14,000 ---------------------------------------------------------------------------------------------------------------- Xxxxxxxx, Xxxx 9,000 Xxxxxxx, Xxxxx 105,000 ---------------------------------------------------------------------------------------------------------------- Xxxxxxx, Xxxx 95,000 Xxxxxx, Xxxxxx 24,000 ---------------------------------------------------------------------------------------------------------------- Xxxxxx, Xxxxx 90,000 Xxxxxxx, Xxxxxx 20,000 ---------------------------------------...
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RECENT SALES OF UNREGISTERED SECURITIES. Between October 24, 2012 and December 2012, the Company sold an aggregate of 1,011,500 shares of common stock at an exercise price of $0.25 and warrants to purchase 1,011,500 shares of common stock at an exercise price of $0.25 per share, for aggregate gross proceeds of $151,750. The net proceeds of the offering were used to pay property taxes on the Property, property insurance premiums, directors and officers liability insurance premiums, and for general corporate purposes. Pursuant to a Private Placement Memorandum dated October 25, 2010, the Company offered Units consisting of a two year unsecured, convertible promissory note in the principal amount of $25,000 together with a five year Warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The Promissory Notes bear interest at 9% per annum and are convertible into 50,000 shares of common stock of the Company. Interest on the notes is payable in either cash or common stock at the option of the Company. From November 10, 2010 through December 20, 2010, the Company accepted subscriptions totaling $212,500 from unrelated accredited investors and accepted an additional $300,000 of subscriptions from unrelated accredited investors in 2011. Pursuant to a Private Placement Memorandum dated March 1, 2010, the Company offered Units consisting of a two year unsecured, convertible promissory note in the principal amount of $25,000 with interest at 12% per annum, together with a five year Warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The Promissory Note is convertible into 50,000 shares of common stock of the Company immediately upon issuance at the option of the investor. Interest on the notes is payable either in cash or common stock at the option of the Company. From March 25, 2010 to June 3, 2010, the Company accepted subscriptions totaling $450,000 from unrelated subscribers and an additional $25,000 for one Unit purchased by a Director of the Company. The offering of these Units expired on June 29, 2010 pursuant to the terms of the Private Placement Memorandum. INVESTOR SUITABILITY STANDARDS Investment in our securities involves significant risks and is not a suitable investment for all potential investors. See “Risk Factors.” INVESTOR QUALIFICATIONS; SUBSCRIPTION The Securities Act and the rules and regulations promulgated thereunder by the SEC impose limitations on the persons who may participate in ...
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RECENT SALES OF UNREGISTERED SECURITIES. Except as otherwise disclosed in this Agreement, since March 5, 2015, the Company has entered into the following unregistered sales of equity securities, reflected in the aggregate totals of capital stock capitalization in Section 2.2: (i) On March 3 2015, the Company received a conversion notice for the issuance of 37,000,000 common shares for the conversion of $1,850 under the July 15, 2013 convertible debenture, with such shares expected to be issued from the corporate treasury shortly, and therefore which shall be deemed to be issued for the purposes of the calculations made herein; (ii) On March 5, 2015, the Company agreed to issue 74,235,000 restricted common shares in connection with a settlement and the conversion of unpaid salary into shares by our former officer; (iii) On March 5, 2015, the Company agreed to issue 74,235,000 restricted common shares in connection with a settlement and the conversion of unpaid salary into shares by a consultant; and (iv) On March 5, 2015, the Company agreed to issue 31,815,000 restricted common shares in connection with a settlement and the conversion of unpaid salary into shares by a consultant. SirenGPS has reviewed all agreements relating to the shares issued or to be issued as described in this section herein.
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RECENT SALES OF UNREGISTERED SECURITIES. In April and May 2000 we raised an aggregate of $410 million in equity financing through the sale to a group of private investors an aggregate of 20.5 million shares of our common stock at a price of $20.00 per share. In addition, we issued these investors four-year warrants for an aggregate of 3.9 million shares of common stock with a strike price of $27.50 per share. The common stock and warrants were issued in reliance on Rule 506 promulgated under the Securities Act of 1933, as amended. We used the net proceeds from this financing to partially fund the acquisition of three semiconductor packaging factories from Anam Semiconductor, Inc. On March 17, 2000, we issued $258.75 million (including amounts issued pursuant to the exercise of an over-allotment exercise) of principal of 5% convertible subordinated notes due 2007 (the "Notes") to a group of initial purchasers. The Notes were issued in reliance on Rule 144A and Regulation S promulgated under the Securities Act of 1933, as amended. We subsequently registered the Notes for resale by the holders of the Notes in a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on June 19, 2000 (File No. 333-39642), as amended. The Notes are convertible into our common stock at the option of the holder at any time prior to maturity at a conversion price of $57.34 per share. The Notes are subordinated in right of payment to all of our existing and future senior debt. We used the net proceeds of the offering to partially fund the acquisition of three semiconductor packaging factories from Anam Semiconductor, Inc. ITEM 6. SELECTED FINANCIAL DATA‌ SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA We have derived the selected historical consolidated financial data presented below for, and as of the end of, each of the years in the five-year period ended December 31, 2000 from our consolidated financial statements. You should read the selected consolidated financial data set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes, included elsewhere in this annual report. We have presented amortization of goodwill and acquired intangibles as a separate line item below gross profit. Previously reported amounts have been reclassified from cost of revenues to conform with the current presentation. YEAR ENDED DECEMBER 31, 2000 1999 1998 1997 1996 (IN THOUSANDS, EXCEPT ...
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RECENT SALES OF UNREGISTERED SECURITIES. On November 12, 1999 and December 9, 1999, we issued an aggregate of 26,190,584 shares of Class A common stock to certain sellers in the Xxxxxx and Falcon acquisitions. On November 12, 1999, former sellers in the Xxxxxx acquisition, who received preferred membership units in Charter Communications Holding Company in connection with the acquisition, contributed to Charter Communications, Inc. an aggregate of 6,946,893 of these preferred membership units. For this contribution, Charter Communications, Inc. issued to such persons 6,946,893 shares of Class A common stock. Also on November 12, 1999, certain partners of Falcon Holding Group, L.P. who received common membership units in Charter Communications Holding Company in connection with the Falcon acquisition, contributed these units to Charter Communications, Inc., along with their rights to receive additional units in connection with the underwriters' exercise of the over-allotment option and the closing of the Bresnan acquisition. As a result of this contribution, certain partners of Falcon Holding Group, L.P. or their transferees were issued 18,955,939 shares of Class A common stock on November 12, 1999, 287,752 shares on December 9, 1999 and 349,162 shares on February 14, 2000. On January 12, 2000, Charter Holdings and Charter Communications Holdings Capital Corporation issued $675.0 million of 10.00% senior notes due 2009, $325.0 million of 10.25% senior notes due 2010, and $532.0 million 11.75% senior discount notes due 2010 to certain qualified institutional buyers based on the exemptions from registration contained in Section 4(2) of Rule 144A, promulgated under the Securities Act of 1933, as amended. The principal underwriters for this offering were Xxxxxxx, Xxxxx & Co. and Chase Securities, Inc. The aggregate gross proceeds of these notes was $1,300 million and the aggregate underwriting commissions and discounts were $26.8 million. Of the net proceeds totaling $1,274 million, $1,250 million was utilized to finance the change of control offers to repurchase outstanding Avalon, Falcon and Bresnan notes and debentures. The remaining $23.5 million was used for expenses related to the offering.
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Related to RECENT SALES OF UNREGISTERED SECURITIES

  • Unregistered Securities (a) Accredited Investor Status; Sophisticated Purchasers. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Securities and the Conversion Shares. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Securities and the Conversion Shares.

  • Temporary Debt Securities Pending the preparation of definitive Debt Securities of any series, the Issuers may execute and the Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed, photocopied, typewritten or otherwise produced) of any authorized denomination, and substantially in the form of the definitive Debt Securities in lieu of which they are issued, in registered form with such omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as may be determined by the Issuers with the concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Debt Security shall be executed by the Issuers and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt Securities. If temporary Debt Securities of any series are issued, the Issuers will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series at the office or agency of the Issuers at a Place of Payment for such series, without charge to the Holder thereof, except as provided in Section 2.07 in connection with a transfer. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities of the same series of authorized denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series. Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual Debt Securities represented thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount to be exchanged and endorsed.

  • Book-Entry Preferred Securities (a) A Global Preferred Security may be exchanged, in whole or in part, for Definitive Preferred Securities Certificates registered in the names of the Owners only if such exchange complies with Section 5.7 and (i) the Depositary advises the Administrative Trustees and the Property Trustee in writing that the Depositary is no longer willing or able properly to discharge its responsibilities with respect to the Global Preferred Security, and no qualified successor is appointed by the Administrative Trustees within ninety (90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and the Administrative Trustees fail to appoint a qualified successor within ninety (90) days of obtaining knowledge of such event, (iii) the Administrative Trustees at their option advise the Property Trustee in writing that the Trust elects to terminate the book-entry system through the Depositary or (iv) a Note Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Administrative Trustees shall notify the Depositary and instruct the Depositary to notify all Owners of Book-Entry Preferred Securities, the Delaware Trustee and the Property Trustee of the occurrence of such event and of the availability of the Definitive Preferred Securities Certificates to Owners of the Preferred Securities requesting the same. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Holders. Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global Preferred Security wishes at any time to transfer an interest in such Global Preferred Security to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary Procedures, in accordance with the provisions of this Section 5.6 and Section 5.7, and the transferee shall receive a Definitive Preferred Securities Certificate in connection with such transfer. A holder of a Definitive Preferred Securities Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 5.6 and Section 5.7, exchange such Definitive Preferred Securities Certificate for a beneficial interest in a Global Preferred Security.

  • Payment for Securities (a) Payment for the Securities in the amount of the Subscription Amount (less any amounts that the Subscriber elects to net against such amount pursuant to the terms of the Side Letter, dated as of the date of the Closing, between the Company, the Subscriber and the other parties thereto) shall be received by the Company from the Subscriber by wire transfer of immediately available funds to the account below prior to the Closing (such account, the “Company Account”). Such payment shall be received into the Company Account no later than December 22, 2011, or such other date thereafter as the Company may designate in writing. Wire Instructions: Bank: HSBC Bank USA 000 0xx Xxxxxx Xxx Xxxx, XX 00000 X.X.X. Swift Address: MRMD US33 Further Credit: HSBC Bank Bermuda Limited Head Office, Front Street Xxxxxxxx XX 11 Bermuda SWIFT: BBDA BMHM Final Credit: Third Point Reinsurance Ltd. Account No.: 000-000000-000 USD

  • Registered Form; Denominations; Transfer; Exchange The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

  • Execution of Debt Securities The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

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