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Application For Approval As To Form An Offer To Repurchase Form. This is a California form and can be use in Blue Sky Secretary Of State.
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Tags: Application For Approval As To Form An Offer To Repurchase, DBO-260.507, California Secretary Of State, Blue Sky
STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT APPLICATION FOR APPROVAL AS TO FORM OF AN OFFER TO REPURCHASE A SECURITY UNDER SUBDIVISION (b) OF SECTION 25507 OF THE CORPORATE SECURTIES LAW OF 1968 DBO-260.507 (Rev. 10-17) (a) Type of Security (b) Number of shares of units covered by the offer (Department of Business Oversight Use Only) DEPARTMENT BUSINESS OVERSIGHT Fee Paid $ File No. Receipt No. (Insert file number of previous filings of applicant before the Department, if any) FEE: (To be completed by applicant) Date of application: 1.Name of issuer. 2.Address of principle executive office of issuer. Number and Street City State Zip Code 3.The name and address of each person making the offer set forth in Exhibit D of Item 9. Number and Street City State Zip Code 4.Name and address of persons to whom correspondence regarding this application should beaddressed. Number and Street City State Zip Code 5.State whether issuer is a corporation, partnership, trust or other entity and the state ofincorporation or jurisdiction under which organized. 6. (d) If a cash offer, aggregate amount to be offered. (c) Aggregate value of consideration received $ $ American LegalNet, Inc. www.FormsWorkFlow.com STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT APPLICATION FOR APPROVAL AS TO FORM OF AN OFFER TO REPURCHASE A SECURITY UNDER SUBDIVISION (b) OF SECTION 25507 OF THE CORPORATE SECURTIES LAW OF 1968 DBO-260.507 (Rev. 10-17) Page 2 of 6 INSTRUCTIONS Completion of Application. The application should be continued in typewritten or printed form in the English language, on one side only of either legal or letter size paper which should be attached to the facing page when submitted. Provide the information required by Items 7 through 9 below. Identify each statement by reference to the item number. Any item which is inapplicable should be listed by the number of the item, followed simply by the word "inapplicable". At each item where relevant refer to and incorporate by reference any attached exhibits or documents and any documents currently on file with the Department. Such reference should indicate the page or portion of the document where the information is located. Sign and verify the last page in the manner shown in the instructions below. 7. Describe the transaction or distribution of securities in connection with which the repurchase offer is to be made, including, but not limited to, the following: a) If offers are to be made to less than all of the persons who received securities in connection with such transaction or distribution, the names and addresses of the persons to whom offers will not be made. In the absence of unusual circumstances, the Commissioner will not ordinarily approve a repurchase offer if concurrent offers are not being made to all persons to whom liability may exist. If a request is made for a variance, a detailed explanation of the facts and circumstances must be submitted, including an explanation of the basis for excluding each person proposed to be omitted. b) If the consideration paid for the securities was other than cash, a description of such consideration and a statement of the method and basis by which the valuation of the consideration was determined in connection with the repurchase offer, and information demonstrating that such valuation is bona fide and fair to the offeree. 8. Describe the business done and intended to be done by the issuer and its subsidiaries and the general development of such business during the past three years. Indicate any other names under which the issuer or any of its subsidiaries have conducted business during such period. 9. Exhibits. Attach and incorporate by reference the following exhibits: A. Financial statements setting forth the information required by Section 260.613 of these rules. B. Unless such information is included in Exhibit D hereto, the name and address of each person to whom the offer is to be made, the consideration paid by such person for the securities and if a cash offer is being made, the amount to be offered such person. C. A copy (which may be in the form of a restated or composite copy) of applicant's certificate of incorporation, articles of incorporation, certificate of determination of American LegalNet, Inc. www.FormsWorkFlow.com STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT APPLICATION FOR APPROVAL AS TO FORM OF AN OFFER TO REPURCHASE A SECURITY UNDER SUBDIVISION (b) OF SECTION 25507 OF THE CORPORATE SECURTIES LAW OF 1968 DBO-260.507 (Rev. 10-17) Page 3 of 6 preferences, agreement of consolidation or merger, and by-laws of a corporation; declaration of trust; agreement of partnership, certificate of limited partnership; or any other document or instrument adopted to establish or regulate any association, joint stock company, trust, or other entity; as such documents are currently in effect. D. A form of written offer for which the Commissioner's approval is requested. Such offer should contain the following: (1) In capital letters of not less than ten-point type the following legend, printed in contrasting color or type: "THIS OFFER OF REPURCHASE HAS BEEN APPROVED BY THE COMMISSIONER OF BUSINESS OVERSIGHT INACCORDANCE WITH SECTION 25507(b) OF THE CORPORATE SECURITIES LAW OF 1968 ONLY AS TOITS FORM. SUCH APPROVAL DOES NOT IMPLY A FINDING BY THE COMMISSIONER THAT ANY STATEMENTS MADE HEREIN OR IN ANY ACCOMPANYING DOCUMENTS ARE TRUE OR COMPLETE; NOR DOES IT IMPLY A FINDING THAT THE AMOUNT OFFERED BY THE SELLER IS EQUAL TO THE AMOUNT RECOVERABLE BY THE BUYER OF THE SECURITY IN ACCORDANCE WITH SECTION 25503 IN A SUIT AGAINST THE SELLER, AND THE COMMISSIONER DOES NOT ENDORSE THE OFFER AND MAKES NO RECOMMENDATION AS TO ITS ACCEPTANCE OR REJECTION." (2) The name and address of each person making the offer. (3) Any variation proposed to be made in the form of the repurchase offer to the several parties-to whom the offer is made. (4) A statement regarding the respect in which the liability under Section 25503 of the Code arose, including the following: (a) Identification of the transaction involved, including the date, a complete description of the security sold and the nature and amount of consideration given therefor. (b) Identification of the parties to the transaction involved, including: (i) The seller of the security; (ii) Every person who directly or indirectly controls the seller; (iii) Every partner in the seller firm; (iv) Every principal executive officer or director of a seller corporation; (v) Every person occupying a similar status or performing similar functions; (vi) Every employee of any of the foregoing who has materially aided in the transaction; (vi) Every broker-dealer or agent who has materially aided in the transaction. American LegalNet, Inc. www.FormsWorkFlow.com STATE OF CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT APPLICATION FOR APPROVAL AS TO FORM OF AN OFFER TO REPURCHASE A SECURITY UNDER SUBDIVISION (b) OF SECTION 25507 OF THE CORPORATE SECURTIES LAW OF 1968 DBO-260.507 (Rev. 10-17) Page 4 of 6 (c) Identification of the specific section of the Corporate Securities Law of 1968 which may have been violated. In this connection, the offer need not contain an admission or acknowledgment that a violation has occurred or that liability has been incurred. All that is required is a statement that liability under the particular section may have arisen. (d) An explanation of the scope of the liability which may have been incurred, and a statement that this liability is being terminated by the offer. (5) If the offer is to repurchase the security for cash, the offer should set forth the following: (a) The amount to be paid as a monetary sum and that interest will be paid thereon at 7% per annum, from the date of the transaction (specifying such date). If the amount to be paid is not equal to the value of the consideration paid for the security by the offeree (because of income paid thereon or because the security was sold by the offeree), the method by which the amount to be paid was determined should be set forth, showing all adjustments, if any, by reason of dividends, distributions, assessments or otherwise. Assessments on the