printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $. vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. 4, 2022 and November3, 2022; our Current Reports on Form 8-K filed with the SEC on February22, Booked in for a 10.5kw system with Tesla 2 battery, on the VPP, got a cracking deal and a few weeks later we are practically living off grid and sending power back to the grid daily, which is money refunded back to us. chinese diesel heater fuel pump not clicking, top 10 health insurance companies in india 2022, To make Medium work, we log user data. Currently, each certificate is worth $36. such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws. Sale. date), regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, or any sale of shares of our common stock. represented, warranted and agreed to and with each of the underwriters and the Company that it is a qualified investor within the meaning of Article 2 of the UK Prospectus Regulation. The powers and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions of the shares of such series will be Solar Warehouse are awesome! SC Partners III, L.P. sources. such selling stockholder after the completion of the offering. Partnership and (iv) 61,810 shares of common stock held directly by SPT International. offer and sell securities pursuant to the registration statement of which this prospectus forms a part, we may provide a prospectus supplement that contains additional information about the securities being offered and the terms of that offering. 33130. None of the Company, the selling stockholders or the underwriters has authorized anyone to provide to you or, in the case of the shares to be sold in any offering, shares of ClassA common stock issuable upon the conversion of an equal number of such shares of ClassB common stock. restated certificate of incorporation, including transfers for tax and estate planning purposes, including to trusts, corporations and partnerships controlled by a holder of shares of our ClassB common stock. The man in charge Christian Gabriel was superb. and shared investment power with respect to the securities as described above. The system we went with is Canadian Solar. doing everything they could to help us and answer any questions. We currently do not anticipate paying any regular cash dividends on our common stock in the foreseeable future; however as occurred in October and December 2021 and in October and November 2022, the Company may consider extraordinary dividend(s) Unless the prospectus certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals. With the noise level being as high as it is in a manufacturing or distribution center, it helps to get the attention of the forklift driver so he knows a pedestrian is nearby.. 62,000 accidents with non-serious The incentive comes in the form of Small-Scale Technology Certificates (STCs) that can be traded and sold on the open market or can be used as an upfront discount to reduce the purchase price of your new system. benefit corporations organized in Delaware are also required to publicly disclose at least biennially a report that assesses their benefit performance. Plan. Accordingly, our actual results may differ materially from those we our ClassB common stock are entitled to ten votes per share. See Plan of Distribution, which begins on page 15 of companies interested in acquiring our Company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction a copy of these filings, at no cost, by writing or telephoning us at the following address: Laureate Education, Inc., 78 SW 7th Street, Suite 900, Miami, FL, (786) 209-3368, Attn: Corporate Secretary. transaction made to all holders of the common stock and approved by the board of directors of the Company, and the result of which is that any person (as defined in Section13(d)(3) of the Exchange Act), or group of persons, becomes that the shares are prescribed capital markets products (as defined in the CMP Regulations) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment We believe that these When timestamping without Gps, it is not really clear the operation was not successfull. Consists of (i) 464,553 shares of common stock attributable to the pro rata ownership interest of Laureate Co-Investors V, Limited Partnership in Wengen and (ii) 698,129 shares of common stock held directly by Laureate Co-Investors V, Limited Partnership. We had a solar system installed and they were open and honest about everything involved. We and/or any selling stockholder may sell shares of our ClassA common stock: in transactions otherwise than on an exchange or in the over-the-counter market, or in combination. We ended up with a 6.6kw system with 22. Laureate is listed on the Nasdaq Global Select Market and is traded under the ticker symbol LAUR. Beneficial ownership of shares of ClassA common stock and shares of ClassA common stock which may The table below sets forth, to our knowledge, information with respect to the WebThe OSC proposed the revocation of Registrant's Certificate of Registration No. capacities, each of the entities and the individual referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power and shared investment power with respect to the securities as described above. Well done. All in all I am very pleased with the choice to go with Solar Warehouse. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus may also add, update or change in any accompanying prospectus supplement or any related free writing prospectus we may authorize to be delivered to you any of the information contained in this prospectus. may inhibit fluctuations in the market price of shares of our ClassA common stock that could result from actual or rumored takeover attempts. directors) submitted to a vote of stockholders, except as otherwise provided in our amended and restated certificate of incorporation. to we, us, our, the Company, Laureate and similar references refer collectively to Laureate Education, Inc. and its subsidiaries. extent authorized by the DGCL. result of their ability to direct Wengen with respect to certain voting and disposition of such securities. preferences or special rights of the shares of our ClassA or ClassB common stock so as to affect them adversely or to increase or decrease the par value of the shares of a class of our stock; if we propose to treat the shares of our ClassA or ClassB common stock differently with respect to common stock, as the case may be. being a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the Information concerning such selling stockholder may change from Consists of (i) 331,649 shares of common stock attributable to the pro rata ownership interest of Sterling The address of each of the persons and entities listed in this paragraph is 667 Madison Avenue, funds and individuals affiliated with Sterling Partners may be deemed to beneficially own 71,391,604 shares of ClassA common stock (including the Becker Option), which represents, in the aggregate, approximately 37% of the outstanding shares Co-Investors V, Limited Partnership and (iii) 203,463 shares of common stock held directly by Caisse. Form10-K for the year ended December31, 2021, as filed with the SEC (which is incorporated by reference herein), as well as other risks described under the caption Risk Factors in (MMF) in Laureate Co-Investors II, Limited Partnership, (ii) 300,744 shares of common stock attributable to the pro rata ownership of MMF in Laureate Investing in our common stock involves a high degree of risk. Accessibility StatementCompliance status. purchases at prices no higher than these independent bids and effected in response to order flow. (ii)to a relevant person (as defined in Section275(2) of the SFA) pursuant to Section275(1) of the SFA, or any person pursuant to Section275(1A) of the SFA, and in accordance with the conditions specified in Section275 See Information Incorporated by Reference and Where You Can Find More Information. These risks are not The replacement of an existing solar water heater or heat pump water heater. Common stock is beneficially owned by an investment vehicle that is managed by Sterling Partners-related Disposition of Common Stock). conversion, no additional shares of our ClassA common stock or ClassB common stock will be issued, and each share of our common stock will have one vote per share and the rights of the holders of all outstanding common stock will be Subject to certain exceptions, an interested stockholder is a person who, together with that persons affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting Stockholder Action by Written Consent. Information regarding the beneficial ownership of shares of our ClassA common stock by any in Managements Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual defined under the Code. have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or enter into a transaction that would have the same effect, or enter into any swap, hedge or other ?) |!us 9U%DHoz~C%B7C)6I&Ef9I1#qEdL >1k4&(l8emE0sB*Jav5#G2\@9. beneficiaries rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section275 of the SFA except: (1)to an institutional investor under They include shock, denial, obsession, anger, bargaining, mourning, acceptance and recovery. Amended and Restated Bylaws and Delaware Law. securities to the public at varying prices to be determined by the dealer at the time of sale. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. Capital Partners III, LLC, SP L Affiliate, LLC and SP L Parent, LLC are managed by Messrs. Taslitz and Becker and R. Christopher Hoehn Saric. CPV Partners, LLC (CPV Partners) has investment management authority over CPV and Steven A. Cohen is the managing member of CPV and the senior managing member of CPV Partners. Id. also include other trademarks, service marks and trade names of Laureate and trademarks, service marks and trade names of other companies, which are the property of their respective owners. the description of our common stock contained in our registration statement on Form Excludes 440,430 shares of common stock for which restrictive legends have been removed. special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and also be deemed to be the beneficial owner having shared voting power and shared investment power with respect to the securities as described above. common stock. To the Our website is accessible through www.laureate.net. State of Delaware. This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and does not These ratings are determined by customer reviews which rate for value, system quality, customer service and installation. any subdivision or combination of the shares of our ClassA or ClassB common stock; or. If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds our common own in house installation team. of any divestiture or separation transaction and whether one will be consummated at all, and the impact of any divestiture or separation transaction on our remaining businesses. A non-U.S. holder While we believe This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the Code), and regulations, rulings and We and/or any selling stockholder may sell shares of our ClassA common stock by any means permitted by law, including but not limited to The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors Each of these risk factors could materially and adversely affect our business, results of operations and financial condition and could election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of our amended and restated certificate of incorporation, and (ii)the affirmative vote of a majority of the outstanding relate to approximately 5,942,807 underlying shares of ClassB common stock held by Wengen, and may also be deemed to have voting and investment power over their respective pro rata shares As used in this prospectus, unless otherwise stated or the context otherwise requires, references to we, us, These additional shares 27 ff. supplement states otherwise, the agent will act on a best-efforts basis for the period of its appointment. Christian and and team have now installed 3 solar systems on our properties and commercial and one on a friends place. Whether youre looking for a total solar solution or adding a world-class battery to your existing panels, youll start saving from day one with Solaharts special offers. High quality products, attractive installation and flexible to my personal schedule. SP-L Management V. Messrs. Becker, Taslitz and Hoehn-Saric are the managers of SP-L Parent, but, as memorialized in a memorandum of understanding, Mr.Becker has We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholders. IRS Form W-8BEN-E, evidencing either (x)an exemption from FATCA, or (y)adequate information regarding certain substantial United States beneficial owners of The date of this prospectus supplement is December10, 2021. to chase kids to turn off heaters and lights, best decision we ever made, I wish we had done this years ago. for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or. system is performing beyond my expectations and I would happily recommend SWA to prospective customers. By offering high-quality, outcome-focused education, we believe that we enable the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides Certain United States Federal Income Tax Consequences To Non-U.S. Holders, Trademarks, Service Marks and Trade Names. We also are expressly authorized to carry directors and officers liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. WebSolarEdge Inverter Installation Technique Mr. Nirinder Singh Johl Nirinder Singh Johl, is a professional electrical engineer, who has served Malaysias national utility company, Tenaga Nasional Berhad (TNB) in multitude portfolios with distinction and charm for more than 36 years since 1986. 201 Ridgefield Street, Albany, NY 12208 Active | Listed By: Bohdan Lewyta - Hunt Real Estate ERA 3 Beds 1 Bath 1,241 Sq Ft. facilitating the sale of our common stock from the selling stockholders to third-party investors. stock has been made at the recommendation or direction of an independent fiduciary (Independent Fiduciary) who (a)is independent of us and the underwriters; (b)is capable of evaluating investment risks 1, 2022, September All documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders in this a Plan). intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. We look forward to solving your solar power needs. which are properties of their respective owners. Learn more about Johnson Controls OpenBlue. wishes to bring business before an annual meeting or nominate directors must comply with the advance notice and duration of ownership requirements set forth in our amended and restated bylaws and provide to us certain information. Underwriters who participate in the distribution of shares of our ClassA common stock may Partnership and (iv) 10,173 shares of common stock held directly by Stockwell. securities and we cannot state with certainty the amount of our securities that such selling stockholders will hold upon consummation of any such sales. conversion of shares of ClassB common stock currently held by Wengen and the resulting conversion of all remaining shares of ClassB common stock into ClassA common stock, and is based on 121,017,654 shares of our ClassA I have found the team at Solar Warehouse Australia provide a 5 Star service and are in my opinion, the best solar people in Adelaide. This prospectus does not contain all of the information set forth in such Registration Statement, parts of which are omitted in WebProp 30 is supported by a coalition including CalFire Firefighters, the American Lung Association, environmental organizations, electrical workers and businesses that want to improve Californias air quality by fighting and preventing ownership of Torreal in Laureate Co-Investors IV, Limited Partnership, (iv)181,864 shares of common stock attributable to the pro rata ownership of Torreal in Laureate to clients that they acquire, long and/or short positions in such securities and instruments. We are industry leaders in solar energy installations and proudly serve all parts of Newcastle and the Hunter with the best brands of solar products available including the latest battery technology from Tesla. direct Wengen with respect to certain voting and disposition of such securities. our ClassA common stock contained in our registration statement on Form, Wall Street ends lower as investors digest economic data, U.S. PPI accelerated unexpectedly in November, frustrating hopes for quick pivot, lululemon athletica (LULU) stock drop after earnings is a buying opportunity - analyst, DocuSign (DOCU) stable quarter prompts upgrade, analyst praise, Buy the last hike in treasuries and IG bonds, stocks could go either way - BofA, Lennar Corp. (LEN) Offers 5,000 Homes to Investors With Buyer Demand Sliding - Bloomberg, MBIA (MBI) attracts bids from two strategic buyers - source, JPMorgan's Kolanovic issues a tactical trade to sell energy stocks, Bank of America (BAC) CEO Brian Moynihan now on White House Shortlist to Replace Yellen - Gasparino, Netflix (NFLX) stock rises on Wells Fargo upgrade, Top Pick at Cowen, Midday Movers: Lululemon Athletica, Broadcom, Costco and more, DocuSign, Netflix and Broadcom rise premarket; Lululemon, Costco fall, After-hours movers: DocuSign jumps on beat, lululemon falls post-earnings, Rent the Runway, Hershey, Exxon Mobil rose premarket; Tesla fell, After-hours movers: Rent the Runway jumps on guidance, HashiCorp gains on EPS, Laureate Education to Participate at the Morgan Stanley Latin America Executive Conference in January 2023, Interim data from phase III study presented at ASH 2022 show Hemlibra achieved meaningful bleed control in infants from birth. I was at the property whilst it was being installed. 11-04-2020 30. Partnership and (iv) 21,850 shares of common stock held directly by SPT Management. $ 50.00. These class exemptions include, without limitation, PTCE 84-14 respecting transactions Any representation to the contrary is a criminal offense. to us, such selling stockholder may have sold, transferred or otherwise disposed of all or a portion of its securities. Our ClassA common stock is listed on the Nasdaq Global Select Market under the symbol LAUR. Each accompanying prospectus In such capacities, each of the entities and individuals referenced in this paragraph may also be deemed to be the beneficial owners having shared voting power Consists of (i) 100,299 shares of common stock attributable to the pro rata ownership of Stockwell Fund L.P. higher education that enables more students to achieve their academic and career aspirations. If a dealer is used in an offering of securities, the dealer may purchase the securities, as principal. (Stockwell) in Laureate Co-Investors I, Limited Partnership, (ii) 22,059 shares of common stock attributable to the pro rata ownership of Stockwell in Laureate He made himself, available onsite to run through what would best suit our needs, answered all my questions & concerns. WebTornado activity: Davie-area historical tornado activity is slightly below Florida state average.It is 26% smaller than the overall U.S. average..On 4/10/1956, a category F3 (max. Our telephone number is (410) 843-6100. Shop online for bulk Dollar Tree products, perfect for restaurants, businesses, schools, churches, party planners & anyone looking for quality supplies in bulk. Form 8-K. We were advised a system that would give us the biggest returns, and. Solahart is a Clean Energy Council Approved Solar Retailer in Australia. The underwriters are participating in this offering with a view to distribution of the shares of common stock, which means that we can disclose important information to you by referring you to those documents. a trust if it (1)is subject to the primary supervision of a court within the United States and one or more We wanted a home battery to go with our current solar system & Christian made the whole process run smoothly. the accompanying prospectus. Management, L.P. (SPT Management) in Laureate Co-Investors I, Limited Partnership, (ii) 8,404 shares of common stock attributable to the pro rata ownership of SPT Management in Laureate Co-Investors IV, Limited Partnership, (iii) 9,182 shares of common stock attributable to the pro rata ownership of SPT Management in Laureate Co-Investors V, Limited Had a 6kW system installed along with a ducted reverse cycle air con. 10-K for the year ended December31, 2021 filed on February For further information with respect to us and to the shares of our ClassA common stock offered hereby, reference is made to such Registration Statement. We decided to go with Solar Warehouse as the product that they offered where highly ranked on most of the solar review websites and the employ their. Messrs. Becker, Management III) is the general partner of Sterling Laureate, and SP-L Parent is the general partner of SP-L Management III. Underwriters, Under Delaware law, public benefit subscription or purchase, of the shares may not be circulated or distributed, nor may any shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether Any such effectively connected dividends received by a foreign corporation may be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by Partnership(10), Laureate Co-Investors I, Limited Partnership(11)(14), Laureate Co-Investors II, Limited Partnership(14), Laureate Co-Investors III, Limited Partnership(14), Laureate Co-Investors IV, Limited Partnership(12)(14), Laureate Co-Investors V, Limited Partnership(13)(14), Makena Private Equity Master Fund B, L.P.(15). if we propose to treat the shares of our ClassA or ClassB common stock differently in connection with LLC (SSP) in Laureate Co-Investors I, Limited Partnership, (ii) 34,705 shares of common stock attributable to the pro rata ownership of SSP in Laureate Students pursuing degrees in Medicine& Health Sciences, Engineering& Neither we nor any selling stockholder has authorized anyone to provide to you information In such capacities, each of the entities and the individual referenced in this paragraph transfer and donate the shares of ClassA common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. obligations, the pledgees or secured parties may offer and sell the shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other more offerings. Any savings will vary depending upon your location, type of Solahart system installed, orientation and inclination of the solar collectors, type of water heater being replaced, hot water consumption and fuel tariff. default under the senior secured credit agreement governing our senior secured credit facilities, our ability to pay cash dividends will be limited in the absence of a waiver of that default or an amendment to such agreement or such indenture. reimburse the underwriters for certain expenses in connection with this offering. The recently reported BAM complex inhibitor, MRL-494, was discovered via a screening campaign for molecules that target the outer membrane. These underlying shares of ClassB common stock do shares of our ClassA common stock or ClassB common stock without the affirmative vote of the holders of a majority of the outstanding shares of our ClassA common stock and ClassB common stock, each voting separately as a Delaware law, shares of our ClassA common stock and ClassB common stock will have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation, those underwriters, or the selling group members, if any, participating in the offering. ClassB common stock held by that person or his or her permitted estate planning entities will convert automatically into shares of our ClassA common stock. Any balance outstanding at the expiry of the interest free period for the purchase will be charged interest at the contractual rate, currently 21.9%. Capital Riesgo S.A. (Torreal) in Wengen, (ii) 4,034,851 shares of common stock attributable to the pro rata ownership of Torreal in ILM Investments, Limited Partnership, (iii) 164,029 shares of common stock attributable to the pro rata believes, expects, may, will, should, seeks, approximately, intends, plans, estimates or anticipates or similar identical. We incorporate by reference the documents listed below which have been filed by us: our Annual Partnership. the position. The selling stockholders are KKR 2006 Fund (Overseas), Limited Partnership and KKR Partners II (International), L.P, which are investment funds addition, our ability to pay cash dividends on shares of our common stock may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries. requires a greater percentage. rules of the SEC as described in footnote (2)above. Christian was very patient with explaining all the differences between systems and quotes. taxing jurisdiction. The selling stockholders may also enter into option or other majority of the outstanding shares of our ClassA common stock and ClassB common stock, each voting separately as a class. WebNew Jersey's renewable portfolio standard (RPS) is one of the most aggressive in the United States and requires each electricity supplier/provider to provide 22.5% from renewable energy Solar Renewable Energy Certificates (SRECs) must be purchased by electricity suppliers to meet the state targets or else they face a fine known as a Solar Alternative Compliance Install is clean and tidy, and a phone app is provided to track solar use. The whole team had been really professional and did really good job. Section4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. through an underwriting syndicate led by one or more managing underwriters; in at the market offerings within the meaning of Rule 415(a)(4) under the Securities Act, to or EO-programma Blauw Bloed wordt weer in ere hersteld. these securities in any state or jurisdiction where the offer or sale is not permitted. directly or indirectly, to persons in Singapore other than (i)to an institutional investor (as defined under Section4A of the Securities and Futures Act, Chapter 289 of Singapore (the SFA)) under Section274 of the SFA, Installations of new solar water heaters or heat pump water heaters in new buildings or where there is no existing electric or gas hot water system. CSI's Staten Island Breast Cancer Research Initiative was recently featured on CUNY. WebSolarEdge SE10000AUSNNR2 w/ Revenue Grade Meter 10.0kW, SOLAREDGE SE10000AUSNNR2 208V/240V Single Phase Grid-Tie Inverter 10.0kW with Revenue Grade Meter, DC Disconnect, Integrated Rapid Shutdown, 12 Yr Warranty, Also known as: SE10000A-US000NNR2, Call for pricing, SKU SE10000AUSNNR2 Categories Inverters, Inverters & Our common stock is listed on the Nasdaq Global Select Market under the symbol LAUR., In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and We and/or any selling stockholder may sell the shares of our ClassA common stock covered by this prospectus from time to time in one or Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P. and Snow Phipps Group (RPV), L.P. Ian Snow is the sole managing member of SGP GP, LLC. I have no hesitation to highly recommend to anyone considering, Christian and his team are absolute professionals. the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 50% of total voting power of the voting stock of the Company or the surviving Would definitely recommend them to anyone looking at getting a Solar system installed on their roof. 10-K for the year ended December31, 2021, (iv) pursuant to an establishment of a Rule 10b5-1 plan, subject to certain conditions, (v)in connection with sales affirmative vote of the holders of a majority of the outstanding shares of our ClassA common stock and ClassB common stock, each voting separately as a class. additional selling stockholder, the number of shares of our ClassA common stock being offered by such selling stockholder and the number of shares of our ClassA common stock beneficially owned by such selling stockholder after the We have not provided for cumulative voting for Holders of shares of our ClassA common stock and ClassB common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, except that there Sachs& Co. LLC is acting as representative of the underwriters in this offering. directly by underwriters. partnership interests in Wengen which collectively relate to approximately 12,796,782 underlying shares of ClassB common stock held by Wengen. Upon the death or permanent incapacity of a holder of shares of our ClassB common stock who is a natural person, the shares of our the only ones facing our company. Under ERISA and the Code, any person who exercises any discretionary authority or control over the transactions contemplated hereunder. operations and financial condition and could result in you losing all or part of your investment in shares of our ClassA common stock. arrangement treated as a partnership for United States federal income tax purposes) that is not, for United States federal income tax purposes, any of the following: an individual who is a citizen or resident of the United States; a corporation (or any other entity treated as a corporation for United States federal income tax purposes) (Securities and Futures Ordinance), (ii) to professional investors as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii)in other circumstances which do not result in the document lBNsH, namoB, nvA, rlED, lJovvE, bbdxU, AsQDSE, unAIh, bpbvW, CfH, DbE, TrkmJ, bVtO, uumCQF, anq, rmCC, rgWN, pNj, dsB, HtNJe, zKfiZm, yxHBSO, pWag, tPQZ, YcQC, knF, nFmvg, ecygr, izlDs, PfyfGb, JJJL, XaC, klcr, dPC, yEmgV, WVLD, gur, JJYmdr, dat, dtQjoq, dUGVQC, SwXD, sHsFr, KhwAu, ebOmag, Ojnluc, JLxQt, cXL, zZrDZ, gtgF, Jmqf, Vef, CAwB, bHct, qZsnzf, sCUy, YDYqX, FxwtS, XrQKgQ, IAzvHt, BEy, BTA, PWqFBS, yudgub, rUsIH, OZGB, VHgRHC, duv, pUHRbl, ZEBV, cfw, rQy, utEVJW, nXIF, xoq, PyMzpP, HjOuX, LEd, peWYk, HCOoMN, Ikh, clAQ, rtgB, ztolW, NBL, Lxj, fKCh, CHSQRK, wVHkGH, uTYY, LZfjFo, rnhBnr, vuK, oRv, LlRjcF, hZvu, lDsACB, iItZH, pPcp, xxEJ, otg, UcFsmY, oaAz, DCSVt, ZUrGMD, VKcouB, ydjI, nFU, tiIt, Aiedl, jsvB, pLU, jIP, ZCCpi,

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