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Authorization or Issuance of Securities Otherwise than for Exchange
Overview
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 Item
11 applies "If action is to be taken with respect to the authorization or
issuance of any securities otherwise than for exchange for outstanding
securities of the registrant"
Required
disclosures
- Title - amount of securities
Item 11(a)
- Description of securities
Item 11(b)
- Description of transaction Item
11(c)
- Additional detail for non-public offerings
Item 11(d)
- Financial information
Item 11(e)
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Item 11 Requirements
 Preamble
- Scope
- If action is to be taken with respect to the authorization or issuance
of any securities otherwise than for exchange for outstanding securities of the
registrant, furnish the following information:
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Item
11(a) Title - amount of securities
- State the title and amount of securities to be authorized or issued.
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Item
11(b) Description of securities
- Furnish the information required by Item 202
of Regulation S-K.
- If the terms of the securities cannot be stated or estimated with
respect to any or all of the securities to be authorized, because no offering
thereof is contemplated in the proximate future, and if no further authorization
by security holders for the issuance thereof is to be obtained, it should be
stated that the terms of the securities to be authorized, including dividend or
interest rates, conversion prices, voting rights, redemption prices, maturity
dates, and similar matters will be determined by the board of directors.
- If the securities are additional shares of common stock of a class
outstanding, the description may be omitted except for a statement of the
preemptive rights, if any.
- Where the statutory provisions with respect to preemptive rights are
so indefinite or complex that they cannot be stated in summarized form, it will
suffice to make a statement in the form of an opinion of counsel as to the
existence and extent of such rights.
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| Item
11(c) Description of transaction SEC_CODE_REF_0090001192884
- Describe briefly the transaction in which the securities are to be
issued including a statement as to (1) the nature and approximate amount of
consideration received or to be received by the registrant and (2) the
approximate amount devoted to each purpose so far as determinable for which the
net proceeds have been or are to be used.
- If it is impracticable to describe the transaction in which the
securities are to be issued, state the reason, indicate the purpose of the
authorization of the securities, and state whether further authorization for the
issuance of the securities by a vote of security holders will be solicited prior
to such issuance.
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Item
11(d) Non-public offerings
- If the securities are to be issued otherwise than in a public offering
for cash, state the reasons for the proposed
authorization or issuance and the general effect thereof upon the rights of
existing security holders. |
Item
11(e) Financial information
- Furnish the information required by Item 13(a) of this Schedule.
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Selected Precedent Disclosures
Complete Schedule 14A
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Related Topics
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Key
Index Pages
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