In the early days of digital culture, Jaron Lanier helped craft a vision for the internet
as public commons where knowledge was available to all — but even then, this vision was haunted by the dark side of how it could turn out.
Not exact matches
By reclassifying ISPs
as common carriers, they would in effect be treated like
public utilities.
That move essentially cast broadband providers
as being more like telephone companies, which are considered
common carriers that provide services to the general
public, and are therefore subject to more rigorous regulations.
It's very
common to see
public education, private education, city government, entrepreneurs, and nonprofits come together to solve a problem
as a group.
The court ruled in favor of Verizon, saying that the FCC did not have the authority to enforce its previous order, unless it reclassified Internet Service Providers (ISPs)
as common carriers, essentially
public utilities.
The government wanted to make sure that the information licensed producers were providing the
public would be limited to basic details for prospective clients, such
as the brand name, proper or
common name of the strain, the price per gram, the cannabinoid content, and the company's contact information.
At issue are current rules that classify internet service providers like Comcast and Verizon
as public utility - like «
common carriers» under Title II of the Communications Act.
However, it's worth noting that the FTC is forbidden from enforcing «
common carriers» — a designation that was applied to all ISPs
as part of the most recent net - neutrality rules, which reclassified the internet
as a
public utility and allowed the FCC to regulate it
as such.
We're increasing enrollment in high - quality early education, raising standards in our
public schools
as a leader in implementing the
Common Core curriculum and working with the business community on STEM programs that are relevant to the job market.
It usually starts like this (at least this is how it started for me when I earned my scar tissue): you own or work for a startup that sells a product or service and are looking to contract out some work instead of hiring inside staff because, well, you're strapped for cash — things such
as fulfillment,
public relations and web design are all
common applicants.
These anti-takeover provisions could substantially impede the ability of
public stockholders to benefit from a change in control or to change our management and Board of Directors and,
as a result, may adversely affect the market price of our
common stock and your ability to realize any potential change of control premium.
the likelihood of achieving a liquidity event for the shares of
common stock underlying these stock options, such
as an initial
public offering or sale of our company, given prevailing market conditions;
Any reserved shares not so purchased will be offered by the underwriters to the general
public on the same terms
as the other shares of Class A
common stock offered hereby.
Any purchase of our Class A
common stock in this offering through the underwriter administering program will be at the same initial
public offering price, and at the same time,
as any other purchases in this offering, including purchases by institutions and other large investors.
Following the expiration of the lock - up agreements referred to above, stockholders owning an aggregate of up to 248,396,604 shares of our Class B
common stock (including shares issuable pursuant to the exercise of warrants to purchase shares of our capital stock that were outstanding
as of September 30, 2015) can require us to register shares of our capital stock owned by them for
public sale in the United States.
At its core, it is opposed to the idea of a civic space functioning
as a
public, shared
commons,» writes Ms Tufekci.
In contemplation of the Company's initial
public offering, the Company has presented unaudited pro forma basic and diluted net loss per share of
common stock, which has been calculated assuming the conversion of all series of the Company's convertible preferred stock (using the
as - if converted method) into shares of
common stock
as though the conversion had occurred
as of the beginning of the period or the original date of issuance, if later.
and considered a number of other objective and subjective factors to determine the best estimate of the fair value of our
common stock, including; issuances of preferred stock and the rights, preferences and privileges of our preferred stock relative to those of our
common stock; and the likelihood of achieving a liquidity event, such
as an initial
public offering or sale given prevailing market conditions.
Conversion Rights — All convertible preferred stock will be automatically converted into
common stock upon (i) the closing of an underwritten
public offering of shares of
common stock of the Company at a
public offering price per share that provides at least $ 100 million in aggregate gross proceeds or (ii) approval of at least (a) holders of 66 % of the Series A convertible preferred stock, voting
as a single class on an
as - converted basis; (b) holders of a majority of the Series B convertible preferred stock, voting
as a single class on an
as - converted basis; (c) holders of a majority of the Series D convertible preferred stock, voting
as a single class on an
as - converted basis; and (d) the holders of at least a majority of the then outstanding shares of convertible preferred stock (voting together
as a single class and not a separate series, and on an
as - converted basis).
on a pro forma basis, giving effect to (i) the automatic conversion of all of our outstanding shares of convertible preferred stock other than Series FP preferred stock into shares of Class B
common stock and the conversion of Series FP preferred stock into shares of Class C
common stock in connection with our initial
public offering, (ii) stock - based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied
as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with a qualifying initial
public offering,
as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value of our
common stock
as of December 31, 2016,
as we intend to issue shares of Class A
common stock and Class B
common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A
common stock and 5.5 million shares of Class B
common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award,
as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
The fair value of our
common stock has been determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified
Public Accountants, Valuation of Privately Held Company Equity Securities Issued
as Compensation.
in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A
common stock or Class B
common stock upon (A) the exercise or settlement of stock options or RSUs granted under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A
common stock, Class B
common stock, or any securities convertible into Class A
common stock or Class B
common stock upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due
as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long
as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or warrants (or the Class A
common stock or Class B
common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other
public filing or disclosure of such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
Of these shares, all shares of
common stock sold in this offering by us and the selling stockholders, plus any shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the
public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,»
as that term is defined in Rule 144 under the Securities Act.
the disposition of shares of
common stock to us, or the withholding of shares of
common stock by us, in a transaction exempt from Section 16 (b) of the Exchange Act solely in connection with the payment of taxes due with respect to the vesting or settlement of RSUs granted under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus, insofar
as such RSU is outstanding
as of the date of this prospectus; provided, that, if required, any
public report or filing under Section 16 of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us of shares or securities was solely to us pursuant to the circumstances described in this clause;
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our outstanding shares of convertible preferred stock other than Series FP preferred stock into shares of Class B
common stock and the conversion of Series FP preferred stock into shares of Class C
common stock in connection with our initial
public offering, (ii) stock - based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied
as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with this offering,
as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value of our
common stock
as of December 31, 2016,
as we intend to issue shares of Class A
common stock and Class B
common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A
common stock and 5.5 million shares of Class B
common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award,
as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
The unaudited pro forma information
as of March 31, 2015 presents the Company's stockholders» equity
as though all of the Company's redeemable convertible preferred stock outstanding had automatically converted into shares of
common stock upon the completion of a qualifying initial
public offering («IPO») of the Company's
common stock.
The pro forma stockholders» equity presents our stockholders» equity
as though all of the convertible preferred stock outstanding automatically converted into shares of
common stock on a 1 for 1 basis, except for the Series C convertible preferred stock which is convertible on a 1 for 1.05 basis (see Note 6), upon completion of a qualifying initial
public offering.
Given the absence of a
public trading market of our common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately - Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our common stock, including independent third - party valuations of our common stock; the prices at which we sold shares of our convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack of marketability of our common stock; the hiring of key personnel and the experience of our management; the introduction of new products; our stage of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic ou
public trading market of our
common stock, and in accordance with the American Institute of Certified
Public Accountants Accounting and Valuation Guide, Valuation of Privately - Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our common stock, including independent third - party valuations of our common stock; the prices at which we sold shares of our convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack of marketability of our common stock; the hiring of key personnel and the experience of our management; the introduction of new products; our stage of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic ou
Public Accountants Accounting and Valuation Guide, Valuation of Privately - Held Company Equity Securities Issued
as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our
common stock, including independent third - party valuations of our
common stock; the prices at which we sold shares of our convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges of our convertible preferred stock relative to those of our
common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack of marketability of our
common stock; the hiring of key personnel and the experience of our management; the introduction of new products; our stage of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood of achieving a liquidity event, such
as an initial
public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic ou
public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic outlook.
It is possible that in one or more future periods our results of operations may be below the expectations of
public market analysts and investors and,
as a result of these and other factors, the price of our Class A
common stock may fall.
The Company's board of directors also approved an additional distribution to its members, to the extent the gross proceeds of the Company's planned initial
public offering exceed the anticipated gross proceeds (including
as a result of the exercise by the underwriters of their option to purchase additional shares of Class A
common stock), in an amount equal to the product of (A) the increased gross proceeds and (B) 0.273, to be paid from the proceeds of the Company's planned initial
public offering.
We will enter into a registration rights agreement with SIH (with the direct and indirect members of REH II
as designated beneficiaries) pursuant to which they will obtain demand and other rights to register their shares of
common stock for
public offer and sale.
SCH entered into a registration rights agreement with our founders and their family trusts pursuant to which they obtained demand and other rights to have their shares of our
common stock registered for
public offer and sale, and we succeeded to this agreement
as issuer upon the conversion.
Immediately after this offering of shares of our
common stock at an assumed initial
public offering price of $ per share, the midpoint of the price range listed on the cover of this prospectus, after deducting underwriting discounts and estimated offering expenses payable by us and the application of such net proceeds
as described under «Use of Proceeds» elsewhere in this prospectus, Cyrus Capital and the Virgin Group will beneficially own approximately % and % of our outstanding voting
common stock.
Our principal stockholders, funds affiliated with or related to Cyrus Capital Partners, L.P. (which we refer to in this prospectus collectively
as «Cyrus Capital») and affiliates of Virgin Group Holdings Limited (which we refer to in this prospectus collectively
as the «Virgin Group»),
as selling stockholders, have granted the underwriters an option to purchase up to additional shares of
common stock at the initial
public offering price less the underwriting discount solely to cover overallotments.
As long as PS Fund (along with any of its Related Persons) does not otherwise engage in (or has not otherwise engaged in) conduct that would otherwise result in its becoming an Acquiring Person by becoming the Beneficial Owner of 10 % or more of the shares of Common Stock then outstanding, PS Fund's solicitation and receipt of one or more revocable proxies from the Company's stockholders to be counted toward the number of shares of the outstanding Common Stock needed to cause a special meeting of stockholders to be called pursuant to and in accordance with the Bylaws, which proxies are given to PS Fund in response to a public solicitation of proxies made pursuant to, and in accordance with, Section 14 (a) of the Exchnage Act by means of a solicitation statement filed with the Commission on Schedule 15A, should not, of itself, cause PS Fund to become an Acquiring Perso
As long
as PS Fund (along with any of its Related Persons) does not otherwise engage in (or has not otherwise engaged in) conduct that would otherwise result in its becoming an Acquiring Person by becoming the Beneficial Owner of 10 % or more of the shares of Common Stock then outstanding, PS Fund's solicitation and receipt of one or more revocable proxies from the Company's stockholders to be counted toward the number of shares of the outstanding Common Stock needed to cause a special meeting of stockholders to be called pursuant to and in accordance with the Bylaws, which proxies are given to PS Fund in response to a public solicitation of proxies made pursuant to, and in accordance with, Section 14 (a) of the Exchnage Act by means of a solicitation statement filed with the Commission on Schedule 15A, should not, of itself, cause PS Fund to become an Acquiring Perso
as PS Fund (along with any of its Related Persons) does not otherwise engage in (or has not otherwise engaged in) conduct that would otherwise result in its becoming an Acquiring Person by becoming the Beneficial Owner of 10 % or more of the shares of
Common Stock then outstanding, PS Fund's solicitation and receipt of one or more revocable proxies from the Company's stockholders to be counted toward the number of shares of the outstanding
Common Stock needed to cause a special meeting of stockholders to be called pursuant to and in accordance with the Bylaws, which proxies are given to PS Fund in response to a
public solicitation of proxies made pursuant to, and in accordance with, Section 14 (a) of the Exchnage Act by means of a solicitation statement filed with the Commission on Schedule 15A, should not, of itself, cause PS Fund to become an Acquiring Person.
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The banks should be nationalized, at least temporarily, and every person and institution involved (otherwise known
as the elite banksters and politicians who served and supported the government and «quasi» government decisions) in each of the bailouts and heists of the taxpayer's (i.e. the «
common» mans) money, should be divested of their personal assets and earnings and put in a stockade for
public viewing, smack dab in the middle of Wall Street, to be pelted with rotten vegetables.
As such, we now are entering a post-medieval world of enclosures — an Enclosure Movement driven by financial law that overrides
public and
common law, against the
common good.
I wonder if I am the only reader to find Williamson's stance
as offensive
as Ms. Nouvelle's: here's an employee from the oh - so - liberal world of
public radio who fled to the security of provincial life and, through a rather sophistical analysis, passes off
as common decency,
common bigotry.
This was also in
common with the Jewish population, but was condoned by the government
as long
as they didn't force the issue in
public.
I see no reason why church leaders should cease promoting Christian understandings of human rights in
public settings
as a way of promoting justice, morality, and the
common good.
This is probably
common with people who try to present a certain image to the
public, such
as public figures like politicians, certain religious figures, swindlers and con men.
As we renew our commitment to religious pluralism in the public square, we should embrace debate, welcome dissent, and encourage civility as we work together for the sake of the common good and of a country we are all unreservedly blessed to call our hom
As we renew our commitment to religious pluralism in the
public square, we should embrace debate, welcome dissent, and encourage civility
as we work together for the sake of the common good and of a country we are all unreservedly blessed to call our hom
as we work together for the sake of the
common good and of a country we are all unreservedly blessed to call our home.
But they hold in
common rejection of religion
as being capable of founding an acceptable
public philosophy for our time.
Can we reconceive theological education in such a way that (1) it clearly pertains to the totality of human life, in the
public sphere
as well
as the private, because it bears on all of our powers; (2) it is adequate to genuine pluralism, both of the «Christian thing» and of the worlds in which the «Christian thing» is lived, by avoiding naiveté about historical and cultural conditioning without lapsing into relativism; (3) it can be the unifying overarching goal of theological education without requiring the tacit assumption that there is a universal structure or essence to education in general, or theological inquiry in particular, which inescapably denies genuine pluralism by claiming to be the universal
common denominator to which everything may be reduced
as variations on a theme; and (4) it can retrieve the strengths of both the «Athens» and the «Berlin» types of excellent schooling, without unintentionally subordinating one to the other?
Various experiences in many continents of the world show that mobilisation in favour of the reaffirmation or recognition of water, gas and electricity, of education, health, urban transport, rail
as common public goods and services, pays off over time.
Irrespective of profound differences in general and special environment, cultural level and religious level, the rites conducted in the «homes» of the American Indian, the Egyptian, the Chinese, or the German or Englishman of the sixteenth century have certain features in
common,
as compared with
public, congregational ceremonies.
Unlike Mexico, however,
public education was not inhibited in this promulgation from using religious symbols
as long
as they were thought
common to all, which again meant politically defined, not denominationally defined, units were the units of reference.
By contrast, although Europe has such outstanding figures
as Leszek Kolakowski, Hans Maier and Josef Ratzinger, its
public culture is dominated by sneering secularists, who set the tone for the rest of the population and can make light work of the average bishop rolled out to confound them, especially in the case of Anglican bishops who share so much liberal
common ground.
But,
as Colson and Neuhaus remarked,
common witness in the
public square must be founded on the gospel.