Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On July 31, 2023, the Company entered into an agreement to purchase $25.0 million of equity of Xyla, Inc. (“Xyla”) for a minority ownership stake. This minority investment was made in the form of cash and 186,102 shares of the Company’s common stock. The shares of the Company’s common stock issued as part of this transaction were issued pursuant to exemption from registration contained in section 4(a)(2) of the Securities Act of 1933.
Issuer Purchases of Equity Securities
On August 6, 2020, the Board approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”). In connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program. During the three months September 30, 2023, 605,428 shares were repurchased under the 2020 Program.
Cumulatively, as of September 30, 2023, the Company repurchased 5,258,692 shares, under the 2020 Program, at an aggregate cost of $401.8 million (including excise tax), which were subsequently retired. See Note 10 - Stockholders’ Equity in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated by reference into this Item 1of Part II.
As a result of the Company’s share repurchases, as of September 30, 2023, the number of shares of the Company’s common stock available for purchase under the 2020 Program was 4,741,308 shares.
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The following table details the repurchases that were made under and outside the 2020 Program, on a trade date basis, during the three months ended September 30, 2023:
Period Total Number of Shares
Purchased (1)
Average Price
Paid Per Share (2)
Total Number of
Shares Purchased as Part of Publicly
Announced Plans or Program Maximum Number of Shares That May Yet Be
Purchased Under the Plans or Program (3)
July 1, 2023 - July 31, 2023 105,428 $ 70.59 105,428 5,241,308
August 1, 2023 - August 31, 2023 95,948 $ 67.41 93,674 5,147,634
September 1, 2023 - September 30, 2023 413,531 $ 67.25 406,326 4,741,308
Total 614,907 605,428 4,741,308
(1) Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.
(2) Excludes the impact of excise taxes.
(3) As of the last day of the applicable month.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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