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Amended and Restated Certificate of Incorporation of Visa Inc. on 2008-03-19
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Section 4.1 Initial
Authorized Capital Stock. (a) The total number of shares of all classes of stock that the Corporation is authorized to issue is 2,004,559,484,030 shares, consisting of: (i) 25,000,000 shares of Preferred Stock, par value
$0.0001 per share (“Preferred Stock”), (ii) 2,001,622,245,209 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), (iii) 622,245,209 shares of Class B Common Stock,
par value $0.0001 per share (“Class B Common Stock”), (iv) 1,097,165,602 shares of Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”), (v) 622,245,209 shares of Class USA Common
Stock, par value $0.0001 per share (“Class USA Common Stock”), (vi) 283,582,801 shares of Class EU Common Stock, par value $0.0001 per share (“Class EU Common Stock”), (vii) 25,000,000 shares of Class
Canada Common Stock, par value $0.0001 per share (“Class Canada Common Stock”), (viii) 130,000,000 shares of Class AP Common Stock, par value $0.0001 per share (“Class AP Common Stock”), (ix) 90,000,000
shares of Class LAC Common Stock, par value $0.0001 per share (“Class LAC Common Stock”) and (x) 42,000,000 shares of Class CEMEA Common Stock, par value $0.0001 per share (“Class CEMEA Common Stock” and,
collectively with the Class USA Common Stock, the Class EU Common Stock, the Class Canada Common Stock, the Class AP Common Stock and the Class LAC Common Stock, the “Regional Classes of Common Stock” and, collectively with the
Class A Common Stock, the Class B Common Stock and the Class C Common Stock, the “Common Stock”).(b) The authorized
Class C Common Stock shall be divided into four series of Class C Common Stock, consisting of (i) 813,582,801 shares designated as Class C (Series I) Common Stock (“Class C (Series I) Common Stock”), (ii) 218,582,801
shares designated as Class C (Series II) Common Stock (“Class C (Series II) Common Stock”), (iii) 64,000,000 shares designated as Class C (Series III) Common Stock (“Class C (Series III) Common Stock”) and
(iv) 1,000,000 shares designated as Class C (Series IV) Common Stock (“Class C (Series IV) Common Stock”).(c) The
authorized Class EU Common Stock shall be divided into three series of Class EU Common Stock, consisting of (i) 64,000,000 shares designated as Class EU (Series I) Common Stock (“Class EU (Series I) Common Stock”),
(ii) 218,582,801 shares designated as Class EU (Series II) Common Stock (“Class EU (Series II) Common Stock”) and (iii) 1,000,000 shares designated as Class EU (Series III) Common Stock (“Class EU (Series III)
Common Stock”). -
“Initial Aggregate Redemption
Amount” shall mean an amount equal to (i) the net proceeds received by the Corporation from, or as a result of, the sale of shares of Class A Common Stock in, the IPO on the IPO Date (to be determined net of expenses and discounts
and commissions paid or incurred through and including the IPO Date),
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plus (ii) an amount reasonably determined by the Corporation not to exceed the net proceeds received by the Corporation from, or as a result of,
the sale of shares of Class A Common Stock in the IPO after the IPO Date and prior to or on the Business Day that immediately precedes the date on which the First Tranche Redemption Notice is first sent, pursuant to, or as a result of the
exercise of the underwriters’ overallotment option contained in the underwriting agreement with the several underwriters with respect to the IPO, minus (iii) an amount reasonably determined by the Board (or a committee thereof
delegated such authority) to be an appropriate amount of funds to be retained by the Corporation for general corporate purposes and minus (iv) the Escrow Amount and minus (v) an amount equal to U.S.$1,146,000,000.00.
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Amendment No. 6 to Form S-1 on 2008-03-19
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10.39 Employment Agreement, dated February 7, 2008, between Joseph W. Saunders and Visa Inc. (previously filed as Exhibit 10.39 to Amendment No. 4 to the Visa Inc. Registration Statement on Form S-1
(333-147296) filed on February 25, 2008)Exhibit
Number
Description of Documents
10.40 Employment Agreement, dated February 21, 2008, between Joshua R. Floum and Visa Inc. (previously filed as Exhibit 10.40 to Amendment No. 5 to the Visa Inc. Registration Statement on Form
S-1 (333-247296) on March 7, 2008)10.41 Employment Agreement, dated February 21, 2008, between John C. Morris and Visa Inc. (previously filed as Exhibit 10.41 to Amendment No. 5 to the Visa Inc. Registration Statement on Form S-1
(333-247296) on March 7, 2008)10.42 Employment Agreement, dated February 21, 2008, between John M. Partridge and Visa Inc. (previously filed as Exhibit 10.42 to Amendment No. 5 to the Visa Inc. Registration Statement on Form S-1
(333-247296) on March 7, 2008)10.43 Employment Agreement, dated February 21, 2008, between Byron H. Pollitt and Visa Inc. (previously filed as Exhibit 10.43 to Amendment No. 5 to the Visa Inc. Registration Statement on Form S-1
(333-247296) on March 7, 2008)21.1 List of subsidiaries of Visa Inc. (previously filed as Exhibit 21.1 to the Visa Inc. Registration Statement on Form S-1 (333-147296) on November 9, 2007)
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Trailfire: Extropianism by metavalent on 2008-02-19
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metavalent on 2008-02-19
A sample trailfire ... the idea of "overcoming constraints" seems like one appropriate bridge-building ingredient. Explore. Enjoy. Encourage. Evolve.
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Anonymity - Wikipedia, the free encyclopedia on 2008-02-19
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Anonymity is derived from the Greek word ανωνυμία, meaning "without a name" or "namelessness".
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Anonymity - Wikipedia, the free encyclopedia on 2008-02-19
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Anonymity is derived from the Greek word ανωνυμία, meaning "without a name" or "namelessness".
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Diigo is a research tool that rocks on 2008-02-15
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More date stamping
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notes pages unattached to any particular URL
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Get smart: Top 10 research tools - Internet on 2008-02-15
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Windows Live Local
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BBC - BBC Four Documentaries - Visions of the Future on 2008-02-14
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In this new three-part series, leading theoretical physicist and futurist Dr Michio Kaku explores the cutting edge science of today, tomorrow, and beyond. He argues that humankind is at a turning point in history. In this century, we are going to make the historic transition from the 'Age of Discovery' to the 'Age of Mastery', a period in which we will move from being passive observers of nature to its active choreographers. This will give us not only unparalleled possibilities but also great responsibilities.
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Google Reader (1000+) on 2008-02-14
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Healthy life extension technology is, fundamentally, the greatest possible expression of individual choice - the choice to keep on living in good health, one day at a time, and the choice to work towards creating a future in which that will always be possible.
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Starcom MediaVest Group on 2008-02-12
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heavy clickers represent just 6% of the online population yet account for 50% of all display ad clicks. While many online media companies use click-through rate as an ad negotiation currency, the study shows that heavy clickers are not representative of the general public. In fact, heavy clickers skew towards Internet users between the ages of 25-44 and households with an income under $40,000. Heavy clickers behave very differently online than the typical Internet user, and while they spend four times more time online than non-clickers, their spending does not proportionately reflect this very heavy Internet usage.
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There is more and more emphasis by advertisers for greater return-on-objectives in campaigns, particularly in the digital space where the accountability data is so readily available
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Collaboration is an exciting domain given the Internet's ability to transcend boundaries, uniting individuals and networks in common goals. Let's celebrate and document this phenomena as it evolves before our eyes. Now that's collaboration!
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DiiGo TrailFire Wiki collaboration
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The purpose of this group is building a bridge between these different communities and technologies, such that we all can enjoy the wealth of synergies that arise. MayAllBeHappy. -- fridemar (initiator)
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Information Security
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All things information security, information assurance, and security engineering.
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metavalent
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quining intersynaptic memestreams. what is sentience and why does it happen? what are the mechanics of sentience? a group for the exploration of experimental and perhaps even evolutionary transhuman, posthuman, and simulated psychologies of cognitive and behavioral transcendence. we ask questions such as "what's next?" on the frontiers of shared subjective consciousness and human existential experience. we also welcome creative abstract thinking, Artistic Thinkers and anyone else interested in the pursuit of knowledge and Finding More.
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