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Separation At the time of the Spin-Off, Libsyn will transfer to FAB that number of shares of Common Stock equal to the number of shares of common stock outstanding on the Record Date less 1,000 as a dividend.These include podcast networks, aggregators, distribution platforms, social media sharing, monetization technologies, pre and post production tools, and consulting services.A: The FAB board of directors considered the following potential benefits in deciding to pursue the Spin-Off.Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been appointed.The secure transmission of confidential information over public networks is a significant barrier to electronic commerce and communications.Webmayhem December 31, 2014 Libsyn December 31, 2014 Pro forma adjustments.As a basis for considering such assumptions, the guidance establishes a three -tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.Shareholders shall not have pre-emptive rights to acquire unissued shares of stock of the Corporation, nor shall shareholders be entitled to vote cumulatively for election of directors of the Corporation.He or she shall be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents: (b).

Based on the approximately 20,805,860 shares of FAB common stock outstanding as of the close of business on February 5, 2016, and applying the Distribution Ratio of 1 share of Common Stock for every share of FAB common stock, approximately 20,805,860 shares of our Common Stock will be distributed.LibsynPRO service is an enterprise solution for professional media producers and corporate customers that require media network features and dedicated support.Companies that advertise on podcasts do so to reach very niche audiences that they are unable to reach through other channels.The following unaudited pro forma condensed combined statement of operations reflects the results of operations of PARENT for the twelve months ended December 31, 2015 and the twelve.

If we are unable to successfully address them, our business will suffer.The Board of Directors may increase the number of shares of Preferred Stock designated for any existing class or series by a resolution adding to such classes or series authorized and unissued shares of the Preferred Stock not designated for any other class or series.Adjustments to reconcile net income to net cash provided by operating activities.FAB shall have sole and exclusive responsibility for the preparation and filing of.Additionally, if we fail to provide superior customer service our brand may be adversely impacted.The Spin-Off is conditional upon a number of matters, including the declaration of effectiveness of our Registration Statement on Form S-1, of which this Prospectus is a part, by the Securities and Exchange Commission.A: No, the number of shares of FAB common stock you own will not change as a result of the Spin-Off.Our systems and operations are vulnerable to damage or interruption from many sources, including fire, flood, power loss, telecommunications failure, break-ins, earthquakes and similar events.The Board of Directors may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series unissued shares of the Preferred Stock designated for such class or series and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

BYLAWS BYLAWS OF LIBERATED SYNDICATION ARTICLE I OFFICES Section 1.01.Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases.Floyd Abrams /professionals/floyd-abrams Leonardo A. Acevedo /professionals/leonardo-acevedo L. Howard Adams /professionals/l-howard-adams Abdirashid M. Ahmed.The president shall have the following powers and duties: (a).Therefore, the challenges of discovery, audience growth and monetization remain for the majority of podcasters.While both are well suited to the highly engaged and targeted podcast audiences, psychographics defines what buyers want.

Challenges While awareness and podcast listeners have doubled, podcasts are still not as universally recognized or consumed when compared to traditional media outlets.But players like Google and Spotify are syndicating podcast content and distributing it alongside news and music.

This topic requires an asset and liability approach for accounting for income taxes (see Note 5 ).Both platforms will connect new listeners with podcasts based on what they are doing or what they are interested in, improving discovery and increasing consumption.Premium Podcast Content Premium podcast content is a monetization strategy for producers to lock down show episodes and offer them to their audience on a paid subscription basis.Unless otherwise adopted by the Board of Directors and approved by a vote of the shareholders of the Corporation, a simple majority of 51% of all the shares of Common Stock eligible to vote shall be required to pass matters brought before the shareholders of the Corporation. b. Dividends.The Board of Directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president.Libsyn could face competition from free or lower cost podcast hosting services that hope to make money exclusively from advertising sales.IN WITNESS WHEREOF, FAB and Libsyn have executed this Guaranty as of the day and year first above written.This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined.

Mr. Smith provides professional production and editorial support for various forms of non-fiction television entertainment, including the direction of media projects from development through production and post-production.Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets may not be recoverable include a decline in stock price and market capitalization and slower or declining growth rates in our industry.Beneficial ownership is determined in accordance with the rules of the SEC and generally attributes beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such shares.Could I have an application form? <a href=" http://buyzoloft.storemeds.net/ ">generic zoloft sertraline</a> The Neos. can-you-buy -cartons-of. credit card <a.He or she shall be a member of the executive committee, if any. Section 4.08.Critical Accounting Policies Our discussion and analysis of our financial condition and the results of our operations are based upon our financial statements and the data used to prepare them.

Although Libsyn does not expect to be liable for any obligations not expressly assumed by Libsyn, it is possible that Libsyn could be required to assume responsibility for certain obligations retained by FAB should FAB fail to pay or perform its retained obligations.Additionally, these mid-sized companies feel that the endorsement styles of the podcast hosts help to soften the hard-sell message by keeping it authentic and not forced.

Libsyn shall have sole and exclusive responsibility for the preparation and filing of.Libsyn cannot assure you that once it becomes a stand-alone company, it will be profitable or be able to continue its operations as historically conducted.The Company recognizes revenue from providing digital media publishing services when the services are provided and when collection is probable.Future advances in technology may not be beneficial to, or compatible with, our business.Podcasts are included in third party directories such as iTunes and Google Play.Listing and Trading of Libsyn Common Stock Currently, there is a public market for FAB common stock.Smaller reporting company x CALCULATION OF REGISTRATION FEE Title Of Each Class Of Securities To Be Registered Amount To Be Registered.The property, affairs, and business of the corporation shall be managed by its Board of Directors.


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