[T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2 Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3 SEC Use Only ______________________________ 4 Citizenship or Place of Organization MARYLAND Number of Shares Beneficially Owned by Each Reporting Person With 5 Sole Voting Power* 1,021,558 6 Shared Voting Power* -0- 7 Sole Dispositive Power* 4,961,199 8 Shared Dispositive Power]
[Taiwan Semiconductor Manufacturing Company Ltd. By Lora Ho Senior Vice President & Chief Financial Officer TSMC November 2015 Revenue Report Hsinchu, Taiwan, R.O.C. Dec. 10, 2015 - TSMC November Revenue Report (Consolidated):]
[Determination of Independence of Certain Directors and Change to Composition of Nominating and Corporate Governance Committee The board of directors of Momo Inc. (the Company) has determined that each of Messrs. Yong Li, Neil Nanpeng Shen and Feng Yu, directors of the Company, is an independent director of the Company. In addition, effective on December 10, 2015, Mr. Yong Li]
[EXECUTION VERSION AMENDMENT NO 1 TO AGREEMENT AND PLAN OF MERGER Amendment Merger Agreement Parent Merger Sub Merger Co Company Seller Sellers Representative This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this WHEREAS, NOW, THEREFORE, Amendments Section 1.7(c) Conversion of Company Common Stock; Merger Consideration to Sellers and SAR Plan Participants 1.1 Section 1.7(c) Conversion of Company] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original Issue] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original Issue] [PROMISSORY NOTE New York, New York $5,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the Borrower). 1.2 Frost Gamma Investments Trust, a trust organized under the laws of the State of Florida (the Lender). Borrowers Promise to Pay 2. Page 1 of 5 Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory] [PROMISSORY NOTE New York, New York $4,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the Borrower). 1.2 Michael Brauser, a resident of the State of Florida (the Lender). Borrowers Promise to Pay 2. Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory note (this Note) at a rate of ten percent (10%)] [PROMISSORY NOTE New York, New York $1,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the Borrower). 1.2 Barry Honig, a resident of the State of Florida (the Lender). Borrowers Promise to Pay 2. Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory note (this Note) at a rate of ten percent (10%)] [EXECUTION VERSION SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT Agreement Initial Borrower Target Borrower Ultimate Borrower Borrower Parent Frost Gamma Trust Brauser Honig Agent R E C I T A L S Credit Agreement Lenders Loan Documents B. Each of the Borrower Parties are, simultaneously with the execution and delivery of this Agreement, entering into a Security Agreement of even date herewith (as] [EXECUTION VERSION STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT Company Schedule 1 Principal Stockholders Schedule 2 Fluent Stockholders Stockholders This WHEREAS, WHEREAS, Credit Agreement Lenders Administrative Agent WHEREAS Bridge Notes Bridge Note Shares NOW THEREFORE, ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings: Affiliate Board Business Day Charter Common Stock] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Effective Date Company Stockholders Representative Merger Agreement WHEREAS Conversion Shares Securities Act NOW, THEREFORE, 1. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: FINRA (a) Fluent Seller Section 9 Section 9 (b) MNPI (c) Person (d) Public Offering (e) Registrable] [EXECUTION VERSION CREDIT AGREEMENT by and among IDI, INC. as Parent, FLUENT ACQUISITION I, INC., as the Initial Borrower (to be merged with and into the Target Borrower), FLUENT, INC., as the Target Borrower (to be merged with and into the Ultimate Borrower), and FLUENT ACQUISITION II, LLC as the Ultimate Borrower, THE PERSONS PARTY HERETO FROM TIME TO TIME] [IDI Completes Acquisition of Fluent Accelerates IDIs Strategy to Apply Next-Generation Data Fusion Technology to the Consumer Marketing Industry; Dr. Phillip Frost Assumes Role of Vice Chairman of IDIs Board of Directors BOCA RATON, Fla. December 9, 2015 IDI, Inc. (NYSE MKT: IDI) A leader in people-based digital marketing and customer acquisition, Fluent has served over 500 leading] [UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Also, on November 16, 2015, the Company entered into a Stock Purchase Agreement for the sale of 119,940 shares of Series B Preferred to Frost Gamma in exchange for approximately $40.0 million. On December 8, 2015, the Company entered into a term loan credit agreement (Term Loan) with Whitehorse Finance, Inc. (Agent) for] [Item 1.01. Entry into a Material Definitive Agreement. Amendment to Merger Agreement On December 8, 2015, IDI, Inc. (the Company), Fluent Acquisition I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (Merger Sub), Fluent Acquisition II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (Merger Co.), Fluent, Inc., a Delaware]
[Form 6-K TABLE OF CONTENTS 3 4 2 WuXi PharmaTech (Cayman) Inc. Edward Hu Chief Financial Officer 3]
[Determination of Independence of Certain Directors and Change to Composition of Nominating and Corporate Governance Committee The board of directors of Momo Inc. (the Company) has determined that each of Messrs. Yong Li, Neil Nanpeng Shen and Feng Yu, directors of the Company, is an independent director of the Company. In addition, effective on December 10, 2015, Mr. Yong Li]
[EXECUTION VERSION AMENDMENT NO 1 TO AGREEMENT AND PLAN OF MERGER Amendment Merger Agreement Parent Merger Sub Merger Co Company Seller Sellers Representative This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this WHEREAS, NOW, THEREFORE, Amendments Section 1.7(c) Conversion of Company Common Stock; Merger Consideration to Sellers and SAR Plan Participants 1.1 Section 1.7(c) Conversion of Company] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original Issue] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original Issue] [PROMISSORY NOTE New York, New York $5,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the Borrower). 1.2 Frost Gamma Investments Trust, a trust organized under the laws of the State of Florida (the Lender). Borrowers Promise to Pay 2. Page 1 of 5 Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory] [PROMISSORY NOTE New York, New York $4,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the Borrower). 1.2 Michael Brauser, a resident of the State of Florida (the Lender). Borrowers Promise to Pay 2. Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory note (this Note) at a rate of ten percent (10%)] [PROMISSORY NOTE New York, New York $1,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the Borrower). 1.2 Barry Honig, a resident of the State of Florida (the Lender). Borrowers Promise to Pay 2. Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory note (this Note) at a rate of ten percent (10%)] [EXECUTION VERSION SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT Agreement Initial Borrower Target Borrower Ultimate Borrower Borrower Parent Frost Gamma Trust Brauser Honig Agent R E C I T A L S Credit Agreement Lenders Loan Documents B. Each of the Borrower Parties are, simultaneously with the execution and delivery of this Agreement, entering into a Security Agreement of even date herewith (as] [EXECUTION VERSION STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT Company Schedule 1 Principal Stockholders Schedule 2 Fluent Stockholders Stockholders This WHEREAS, WHEREAS, Credit Agreement Lenders Administrative Agent WHEREAS Bridge Notes Bridge Note Shares NOW THEREFORE, ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings: Affiliate Board Business Day Charter Common Stock] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Effective Date Company Stockholders Representative Merger Agreement WHEREAS Conversion Shares Securities Act NOW, THEREFORE, 1. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: FINRA (a) Fluent Seller Section 9 Section 9 (b) MNPI (c) Person (d) Public Offering (e) Registrable] [EXECUTION VERSION CREDIT AGREEMENT by and among IDI, INC. as Parent, FLUENT ACQUISITION I, INC., as the Initial Borrower (to be merged with and into the Target Borrower), FLUENT, INC., as the Target Borrower (to be merged with and into the Ultimate Borrower), and FLUENT ACQUISITION II, LLC as the Ultimate Borrower, THE PERSONS PARTY HERETO FROM TIME TO TIME] [IDI Completes Acquisition of Fluent Accelerates IDIs Strategy to Apply Next-Generation Data Fusion Technology to the Consumer Marketing Industry; Dr. Phillip Frost Assumes Role of Vice Chairman of IDIs Board of Directors BOCA RATON, Fla. December 9, 2015 IDI, Inc. (NYSE MKT: IDI) A leader in people-based digital marketing and customer acquisition, Fluent has served over 500 leading] [UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Also, on November 16, 2015, the Company entered into a Stock Purchase Agreement for the sale of 119,940 shares of Series B Preferred to Frost Gamma in exchange for approximately $40.0 million. On December 8, 2015, the Company entered into a term loan credit agreement (Term Loan) with Whitehorse Finance, Inc. (Agent) for] [Item 1.01. Entry into a Material Definitive Agreement. Amendment to Merger Agreement On December 8, 2015, IDI, Inc. (the Company), Fluent Acquisition I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (Merger Sub), Fluent Acquisition II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (Merger Co.), Fluent, Inc., a Delaware]
[Form 6-K TABLE OF CONTENTS 3 4 2 WuXi PharmaTech (Cayman) Inc. Edward Hu Chief Financial Officer 3]
[To announce the differences between the Q3 2015 financial statements under Taiwan-IFRSs and under IFRSs Date of events: 2015/11/11 Contents: 1. Date of occurrence of the event: 2015/11/11 2. Cause of occurrence: To announce the differences between the third quarter of 2015 financial statements under International Financial Reporting Standards as adopted by ROC (Taiwan-IFRSs) and International Financial Reporting Standards as] [The Company to participate in investor conference held by JPMorgan Date of events: 2015/11/13 Contents: 1. Date of the investor conference:2015/11/16~2015/11/17 2. Time of the investor conference: 9:00 a.m. 3. Location of the investor conference: Hong Kong 4. Brief information disclosed in the investor conference: The conference will be held by JPMorgan 5. http://newmops.tse.com.tw/ The presentation of the investor conference] [Announcement on 2015/12/7 : Supplementary Announcement of the bid of Mobile Broadband business license and won the spectrum of 2x30 MHz on December 7th, 2015 Date of events: 2015/12/7 Contents: 1. Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield): The 2500MHz and 2600MHz frequency bands] [Chunghwa Telecom accumulated EPS NT$5.13 for November 2015, exceeding 2015 full-year guidance, and 2013 and 2014 full-year results Date of events: 2015/12/10 Contents: 1. Date of occurrence of the event: 2015/12/10 2. 3. Relationship to the Company (please enter head office or subsidiaries): head office 4. Reciprocal shareholding ratios: N.A. 5. Name of the reporting media: N.A. 6. Content of] [Chunghwa Telecom December 10, 2015 This is to report the changes or status of 1) Sales volume 2) Funds lent to other parties 3) Endorsements and guarantees 4) Financial derivative transactions for the period of Nov 2015 1) Sales volume (NT$ Thousand) Period Items 2015 2014 Changes Nov Net sales 20,763,742 19,550,839 (+)1,212,903 (+)6.20 %] [FORM 6-K December 10, 2015 Chunghwa Telecom Co., Ltd. Room 110, Finance Department of Headquarters, 21-3 Hsinyi Road, Sec. 1, Taipei, Taiwan x x n/a Chunghwa Telecom Co., Ltd. Bo Yung Chen Bo Yung Chen Chief Financial Officer Description 99.1 Announcement on 2015/11/11 : To announce the differences between the Q3 2015 financial statements under Taiwan-IFRSs and under]
