If there are two lead investors, there there are typically five directors, consisting of two Series A investor designees (one from each investor), one common designee, the CEO (which will be a seat elected
by the common stockholders) and one independent person.
2015.11.05 Royal Bank of Canada announces final results of elections by City National Corporation stockholders regarding merger consideration Royal Bank of Canada (TSX and NYSE: RY) today announced the final results of elections made
by common stockholders of City National Corporation as to the form of consideration...
Common Equity - Common equity are a measure of how much equity is held
by common stockholders of a company or corporation.
Determined by dividing current stock price
by common stockholder equity per share (book value), adjusted for stock splits.
Not exact matches
The San Francisco - based company said in a regulatory filing on Friday it would sell 25.7 million Class A
common shares, while selling
stockholder Start Small Foundation, a charitable fund created
by Dorsey, would sell about 1.35 million.
As of June 30, 2015, there were no shares of our Class A
common stock and 291,005,896 shares of our Class B
common stock outstanding, held
by 611
stockholders of record, and no shares of our preferred stock outstanding, assuming the automatic conversion and reclassification of all outstanding shares of our convertible preferred stock into shares of our Class B
common stock effective immediately prior to the completion of this offering.
Following the expiration of the lock - up agreements referred to above,
stockholders owning an aggregate of up to shares of our Class B
common stock can require us to register shares of our capital stock owned
by them for public sale in the United States.
This is the Adjusted Income Available to
Common Stockholders for the most recent fiscal year plus Discontinued Operations, Extraordinary Items, and Cumulative Effect of Accounting Changes for the same period divided
by the most recent fiscal year's Diluted Weighted Average Shares Outstanding.
This is the Adjusted Income Available to
Common Stockholders for the most recent interim period plus Discontinued Operations, Extraordinary Items, and Cumulative Effect of Accounting Changes for the same period divided
by the most recent interim period's Diluted Weighted Average Shares Outstanding.
q Proxy Solicited
by the Board of Directors for the Annual Meeting of
Stockholders — April 26, 2016 Virginia M. Rometty, Martin J. Schroeter, Michelle M. Browdy and Christina M. Montgomery, or any of them with the power of substitution, are hereby appointed Proxies of the undersigned to vote all
common stock of International Business Machines Corporation owned on the record date
by the + undersigned at the Annual Meeting of
Stockholders to be held in the Savannah International Trade & Convention Center, One International Drive, Hutchinson Island, Savannah, Georgia 31402, at 10 a.m. on Tuesday, April 26, 2016, or any adjournment or postponement thereof.
In addition, investors purchasing shares of our Class A
common stock from us in this offering will have contributed % of the total consideration paid to us
by all
stockholders who purchased shares of our Class A
common stock, in exchange for acquiring approximately % of the outstanding shares of our Class A
common stock as of, 2015, after giving effect to this offering.
Shares sold
by the selling
stockholder in this offering will become Class A
common stock upon such sale.
Stockholders sharing an address whose shares of
common stock are held
by such entities, who now receive multiple copies of our proxy materials and who wish to receive only one copy of these materials per household, should contact their brokerage firm, bank, or other similar entity to request that only one set of these materials be delivered in the future.
Furthermore, investors purchasing shares of our Class A
common stock in this offering will only own approximately % of our outstanding shares of Class A and Class B
common stock (and have % of the combined voting power of the outstanding shares of our Class A and Class B
common stock), after the offering even though their aggregate investment will represent % of the total consideration received
by us in connection with all initial sales of shares of our capital stock outstanding as of September 30, 2010, after giving effect to the issuance of shares of our Class A
common stock in this offering and shares of our Class A
common stock to be sold
by certain selling
stockholders.
In addition, investors purchasing shares of our Class A
common stock from us in this offering will have contributed 29.8 % of the total consideration paid to us
by all
stockholders who purchased shares of our
common stock, in exchange for acquiring approximately 8.4 % of the outstanding shares of our Class A
common stock as of September 30, 2015, after giving effect to this offering.
As of September 30, 2015, there were no shares of our Class A
common stock and 297,294,713 shares of our Class B
common stock outstanding, held
by 665
stockholders of record, and no shares of our preferred stock outstanding, assuming the automatic conversion and reclassification of all outstanding shares of our convertible preferred stock into shares of our Class B
common stock effective immediately prior to the completion of this offering.
Following the expiration of the lock - up agreements referred to above,
stockholders owning an aggregate of up to 248,396,604 shares of our Class B
common stock (including shares issuable pursuant to the exercise of warrants to purchase shares of our capital stock that were outstanding as of September 30, 2015) can require us to register shares of our capital stock owned
by them for public sale in the United States.
The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval of our
stockholders, make any change to the LTICP that increases the total amount of
common stock which may be awarded (except to reflect changes in capitalization), increases the individual maximum award limits (except to reflect changes in capitalization), changes the class of team members or directors eligible to participate, extends the duration of the LTICP, reduces the exercise price of or reprices outstanding stock options or stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse of restrictions for restricted stock or RSRs, or otherwise amends the LTICP in any manner requiring
stockholder approval
by law or under the NYSE listing requirements.
The Company's issuance of shares of
common stock, including the additional shares that will be authorized if the proposal is adopted, may dilute the equity ownership position of current holders of
common stock and may be made without
stockholder approval, unless otherwise required
by applicable laws or NYSE regulations.
Pursuant to the policy, as revised in February 2009, at each annual meeting of our
stockholders, provided that the director has served on the Board for at least six months prior to the annual meeting, a non-employee director would be granted RSUs having a value equal to $ 225,000 divided
by the lesser of (i) the trailing average closing trading prices of our
common stock for the 180 - day period preceding and ending with the date of the RSU grant or (ii) such number of RSUs as the Board may determine based on additional criteria such as business conditions and / or company performance, outside director compensation practices at peer companies and advice from outside compensation consultants.
Prior to February 2009, the policy provided that at each annual meeting of our
stockholders, provided that the director had served on the Board for at least six months prior to the annual meeting, a non-employee director would be granted RSUs having a value equal to $ 225,000 divided
by the trailing average closing trading prices of our
common stock for the 180 - day period preceding and ending with the date of the RSU grant.
For the calculation of diluted net loss per share, net loss per share attributable to
common stockholders and preferred Series D, E, F, and FP preferred
stockholders for basic net loss per share is adjusted
by the effect of dilutive securities, including awards under our equity compensation plans.
Of these shares, all shares of
common stock sold in this offering
by us and the selling
stockholders, plus any shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held
by «affiliates,» as that term is defined in Rule 144 under the Securities Act.
We will not receive any of the proceeds from the sale of Class A
common stock in this offering
by the selling
stockholders.
Based on shares outstanding as of December 31, 2016, on the closing of this offering, we will have outstanding a total of shares of Class A
common stock, shares of Class B
common stock, and shares of Class C
common stock, assuming no exercise of outstanding options, and after giving effect to the conversion of all outstanding shares of our preferred stock into shares of Class B
common stock on the closing of this offering and the sale of Class A
common stock
by the selling
stockholders in this offering.
In addition, following this offering, purchasers in the offering will have contributed % of the total consideration paid
by our
stockholders to purchase shares of
common stock, in exchange for acquiring approximately % of our total outstanding shares as of September 30, 2009 after giving effect to this offering.
If shares of our
common stock are held on your behalf in a brokerage account or
by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in «street name,» and the Notice was forwarded to you
by your broker or nominee, who is considered the
stockholder of record with respect to those shares.
Upon completion of this offering,
stockholders owning an aggregate of shares will be entitled, under contracts providing for registration rights, to require us to register shares of our
common stock owned
by them for public sale in the United States.
In addition, following this offering, purchasers in the offering will have contributed % of the total consideration paid
by our
stockholders to purchase shares of
common stock.
We have entered into a sixth amended and restated
stockholders» agreement, dated as of April 20, 2010, with holders of our preferred stock and certain holders of our
common stock, including some of our directors, executive officers and holders of more than five percent of our voting securities and their affiliates, pursuant to which the holders of preferred stock have a right of purchase and co-sale in respect of sales of securities
by our founders and
common stockholders party to the agreement.
However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of our company
by means of a tender offer, a proxy contest or other takeover attempt that a
stockholder might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares of Class A
common stock held
by stockholders.
Stockholders sharing an address whose shares of our
common stock are held
by such an entity should contact such entity if they now receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (2) a single copy of our proxy materials or notice and wish to receive separate copies of these materials in the future.
The Company recently amended its
By - Laws to allow
stockholders owning 25 % or more of the Company's
common stock to call a special meeting of
stockholders.
As long as PS Fund (along with any of its Related Persons) does not otherwise engage in (or has not otherwise engaged in) conduct that would otherwise result in its becoming an Acquiring Person
by becoming the Beneficial Owner of 10 % or more of the shares of
Common Stock then outstanding, PS Fund's solicitation and receipt of one or more revocable proxies from the Company's
stockholders to be counted toward the number of shares of the outstanding
Common Stock needed to cause a special meeting of
stockholders to be called pursuant to and in accordance with the Bylaws, which proxies are given to PS Fund in response to a public solicitation of proxies made pursuant to, and in accordance with, Section 14 (a) of the Exchnage Act
by means of a solicitation statement filed with the Commission on Schedule 15A, should not, of itself, cause PS Fund to become an Acquiring Person.
Payoneer Inc. in connection with a $ 233 million financing, including the purchase
by certain investors of up to $ 80 million of Series E preferred stock from Payoneer and up to $ 153 million of
common and preferred stock from existing Payoneer
stockholders.
A
stockholder's «net long position» is generally defined as the amount of
common stock in which the
stockholder holds a positive (also known as «long») economic interest, reduced
by the amount of
common stock in which the
stockholder holds a negative (also known as «short») economic interest.
No action or payment is required
by Barnes & Noble
stockholders to receive the shares of BNED
common stock.
But realistically,
common stockholders are protected from such a liability
by the corporate structure of publicly traded companies.
The convertible security issued
by MediciNova as consideration would allow each Avigen
stockholder at their election to either (i) convert each share of such convertible security into shares of MediciNova
common stock at a conversion price of $ 4.00 per share at certain pre-specified accelerated conversion dates or the Final Conversion Date or (ii) have the convertible security redeemed
by MediciNova on the Final Conversion Date for cash in an amount per share which represents the Net Cash Assets per share of Avigen.
There is no discussion
by G&D of stock buybacks as a method of enhancing a
common stock's market price over the long run, giving the management the flexibility to retain cash in troubled times, and also increasing the percentage ownership interest of each non-selling
stockholder.
Holders of senior debt secured
by a claim to assets of the company will be first in line, followed
by junior / subordinated debt holders, followed
by preferred
stockholders, and finally those holding
common stock.
Further research
by Tweedy, Browne has indicated that companies satisfying the net current asset criterion have not only enjoyed superior
common stock performance over time but also often have been priced at significant discounts to «real world» estimates of the specific value that
stockholders would probably receive in an actual sale or liquidation of the entire corporation.
In a bankruptcy, debt holders would be paid first, followed
by preferred shareholders, and then finally
common stockholders.
Because the record date for the CuraGen 2009 Annual Meeting of
Stockholders (the «2009 Annual Meeting «-RRB- has not been announced publicly, the number of shares of
Common Stock which will be owned beneficially or of record
by the DellaCamera Fund as of such record date is not known.
Davis Polk advised the several underwriters in connection with the $ 4.8 billion secondary offering of 66,000,000 shares of
common stock of Hilton Worldwide Holdings Inc.
by a selling
stockholder affiliated with HNA Tourism Group Co., Ltd., which included the full exercise of the underwriters» option to purchase additional shares.
Davis Polk advised the joint book - running managers in connection with the $ 155.2 million SEC - registered follow - on offering of 4,531,001 shares of Class A
common stock of Hamilton Lane Incorporated, which included 3,834,686 shares sold
by the company and 696,315 shares sold
by selling
stockholders and the full exercise of the underwriters» option to purchase additional shares from the company.
The separation, which will provide current eBay
stockholders with equity ownership in both eBay and PayPal, will be effected
by means of a pro rata distribution of 100 percent of the outstanding shares of PayPal
common stock to holders of eBay
common stock.
The torrid market sentiment for cryptocurrency and blockchain technology is demonstrated
by the ecstatic market reaction to the Kodak / Wenn announcement, despite the press release providing * no * detail about (1) the amount of capital that Kodak is seeking to raise, (2) the rights that tokens would impart to holders, and how those rights might affect
common stockholders, or (3) whether the KODAKCoins and the associated blockchain platform will be «functional» in any sense when issued (or in the near term).
In a lengthy letter to the Konover board, shareholders represented
by Greenwich, Conn. - based Mercury Partners LLC complain that the transaction is a bargain basement deal designed to the benefit of Paris - based Lazard, the parent company of Prometheus, and to the detriment of Konover's preferred and
common stockholders.