Other Information
+Added: We intend to hold our Annual Meeting of Stockholders (the “2023 Annual Meeting”) on August 3, 2023 or shortly thereafter, at a time and location to be specified in our proxy statement for the 2023 Annual Meeting (the “Proxy Statement”).
+Added: The record date for determining stockholders eligible for notice of, and to vote at, the 2023 Annual Meeting has not yet been set by the Board and will also be included in the Proxy Statement.
+Added: In accordance with our Amended and Restated By-laws (the “Bylaws”), the foregoing information constitutes a public announcement of our annual meeting date within the meaning of Section 2.9 thereof.
+Added: Because the 2023 Annual Meeting has been changed by more than 30 calendar days from the date of the previous year’s meeting, pursuant to Rule 14a-8 (“Rule 14a-8”) under the Exchange Act, our stockholders who wish to have a proposal considered for inclusion in our proxy materials for the 2023 Annual Meeting pursuant to Rule 14a-8 must ensure that their proposal is received by our Secretary at 6500 Chase Oaks Blvd., Suite 100, Plano, Texas, 75023, by May 15, 2023, which we
+Added: have determined to be a reasonable time before we expect to begin to print and send our proxy materials.
+Added: Rule 14a-8 proposals must also comply with the requirements of Rule 14a-8 and other applicable laws in order to be eligible for inclusion in our proxy materials for the 2023 Annual Meeting.
+Added: The May 15, 2023 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) under the Exchange Act.
+Added: In addition, in accordance with the requirements contained in the our Bylaws, stockholders who wish to bring business before the 2023 Annual Meeting outside of Rule 14a-8 or to nominate a person for election as a director must ensure that written notice of such proposal (including all of the information specified in the Bylaws) is received by our Secretary at the address specified above no later than the close of business on May 15, 2023.
+Added: Any such nomination or proposal must meet the requirements set forth in the Bylaws in order to be brought before the 2023 Annual Meeting.
Agreement and Plan of Merger, dated as of November 14, 2019, by and among the Registrant, Ribbon Communications Israel Ltd., Eclipse Communications Ltd., ECI Telecom Group Ltd.
4 unchanged sentences
Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed November 28, 2017 with the SEC).
+Added: Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC).
Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: Form of Securities Purchase Agreement, dated as of August 12, 2022, by and among Ribbon Communications Inc.
−Removed: and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 16, 2022 with the SEC).
−Removed: Form of Second Amended and Restated Registration Rights Agreement, dated as of August 12, 2022, by and among Ribbon Communications Inc.
−Removed: and its stockholders that are parties thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed August 16, 2022 with the SEC).
+Added: Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC).
+Added: Form of Securities Purchase Agreement, dated March 28, 2023, by and among Ribbon Communications Inc.
+Added: and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC).
+Added: Warrant Agreement, dated March 30, 2023, between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC).
+Added: Sixth Amendment to Credit Agreement, dated March 24, 2023, among the Company, Ribbon Communications Operating Company, Inc., as the borrower, the guarantors party thereto, the financial institutions party thereto as lenders, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 30, 2023 with the SEC).
* Certificate of Ribbon Communications Inc.
17 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: October 28, 2022 RIBBON COMMUNICATIONS INC.
+Added: April 28, 2023 RIBBON COMMUNICATIONS INC.
/s/ Miguel A Lopez
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.