However, there are company structures where
a certain class of shares gets more votes (For example, Class A shares get 10 votes per share, Class B shares get 1 vote per share).
Not exact matches
or, more radically, for posting their genetic data to an anonymized,
shared research database that might be used to identify those at risk for
certain diseases or to identify those who respond better to specific
classes of drugs, from beta blockers to cancer medicines.
Consists
of shares of Class C capital stock to be issued upon exercise
of outstanding stock options and vesting
of outstanding GSUs that were distributed as a dividend to the issued and outstanding
Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with
certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition
of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition
of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition
of Motorola Mobility Holdings, Inc. in May 2012.
Consists
of shares of Class A common stock to be issued upon exercise
of outstanding stock options and vesting
of outstanding restricted stock units under the following plans which have been assumed by us in connection with
certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition
of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition
of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition
of Motorola Mobility Holdings, Inc. in May 2012.
Transfers by holders
of Class B common stock will generally result in those
shares converting to
Class A common stock, subject to limited exceptions, such as
certain transfers effected for estate planning purposes.
The administrator will have the authority to amend, suspend, or terminate our ESPP, except that, subject to
certain exceptions described in our ESPP, no such action may adversely affect any outstanding rights to purchase
shares of our
Class A common stock under our ESPP.
In addition, each
share of our
Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except for transfers to existing holders of Class B common stock and certain other transfers described in our amended and restated certificate of incorporation, or upon the affirmative vote of a majority of the voting power of the outstanding shares of our Class B common stock, voting separately as a c
Class B common stock will convert automatically into one
share of our
Class A common stock upon any transfer, whether or not for value, except for transfers to existing holders of Class B common stock and certain other transfers described in our amended and restated certificate of incorporation, or upon the affirmative vote of a majority of the voting power of the outstanding shares of our Class B common stock, voting separately as a c
Class A common stock upon any transfer, whether or not for value, except for transfers to existing holders
of Class B common stock and certain other transfers described in our amended and restated certificate of incorporation, or upon the affirmative vote of a majority of the voting power of the outstanding shares of our Class B common stock, voting separately as a c
Class B common stock and
certain other transfers described in our amended and restated certificate
of incorporation, or upon the affirmative vote
of a majority
of the voting power
of the outstanding
shares of our
Class B common stock, voting separately as a c
Class B common stock, voting separately as a
classclass.
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.
After the completion
of this offering, the holders
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) will be entitled to
certain «piggyback» registration rights.
The table above does not include (i) 5,952,917
shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (x) 2,689,486
shares of Class A common stock issuable upon exercise
of options to purchase
shares of Class A common stock granted on the date
of this prospectus to our directors and
certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.
certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional
shares of Class A common stock reserved for future issuance and (ii) 24,269,792
shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange
of their LLC Interests as described in «
Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.
Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
The number
of shares of our
Class A common stock outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917
shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (i) 2,689,486
shares of Class A common stock issuable upon the exercise
of options to purchase
shares of Class A common stock granted on the date
of this prospectus to our directors and
certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation --
We also intend to enter into a Registration Rights Agreement pursuant to which the
shares of Class A common stock issued to the Continuing SSE Equity Owners upon redemption
of LLC Interests and the
shares of Class A common stock issued to the Former SSE Equity Owners in connection with the Transactions will be eligible for resale, subject to
certain limitations set forth therein.
The underwriters initially propose to offer part
of the
shares of Class A common stock directly to the public at the offering price listed on the cover page
of this prospectus and part to
certain dealers.
The number
of shares of our
Class A common stock outstanding after this offering as shown in the tables above is based on the number
of shares outstanding as
of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes
shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (i)
shares of Class A common stock issuable upon the exercise
of options to purchase
shares of Class A common stock granted on the date
of this prospectus to our directors and
certain employees, including the named executive officers, in connection with this offering as described
SSE Holdings will enter into the SSE Holdings LLC Agreement and, subject to
certain restrictions set forth therein and as described elsewhere in this prospectus, the Continuing SSE Equity Owners will be entitled to have their LLC Interests redeemed for
shares of our
Class A common stock.
The Series A, Series A-1, Series B, Series C, Series D, Series E, and Series F convert to
Class B common stock at the then effective conversion rate subject to adjustment in the event
of stock - splits, stock dividends, and
certain anti-dilutive issuances
of shares of our common stock.
Adjusted pro forma net income represents net income attributable to Shake Shack Inc. assuming the full exchange
of all outstanding SSE Holdings, LLC membership interests («LLC Interests») for
shares of Class A common stock, adjusted for
certain non-recurring items that management believes do not directly reflect their core operations.
The underwriters initially propose to offer part
of the
shares of Class A common stock directly to the public at the offering price listed on the cover page
of this prospectus and part to
certain dealers at a price that represents a concession not in excess
of $ a
share under the public offering price.
In the event
of termination
of the Merger Agreement under
certain circumstances principally related to a failure to obtain required regulatory approvals, the Merger Agreement provides for Facebook to pay WhatsApp a fee
of $ 1 billion in cash and to issue to WhatsApp a number
of shares of Facebook's
Class A common stock equal to $ 1 billion based on the average closing price
of the ten trading days preceding such termination date.
Under the first
of those agreements, we generally will be required to pay to the Continuing LLC Owners approximately 85 %
of the applicable savings, if any, in income tax that we are deemed to realize (using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) as a result
of (1)
certain tax attributes that are created as a result
of the exchanges
of their LLC Units for
shares of our
Class A common stock, (2) any existing tax attributes associated with their LLC Units the benefit
of which is allocable to us as a result
of the exchanges
of their LLC Units for
shares of our
Class A common stock (including the portion
of Desert Newco's existing tax basis in its assets that is allocable to the LLC Units that are exchanged), (3) tax benefits related to imputed interest and (4) payments under such TRA.
Canadian telecoms company Telus» (TSE: T) plans to end its dual -
class share structure could be a «potential conflict
of interest» for
certain executives, according to a Canadian business academic.
The divorce papers
of Democratic lobbyist super couple Tony and Heather Podesta show that for a
certain class of people government is not a public service or a field for settling partisan disagreements so much as an opportunity for self promotion: «As a married couple who both lobbied they strategically cultivated their public image,» one document reads, «and worked to build the «Heather and Tony Podesta» brand for the success
of their
shared enterprise.»
The base music
of rap, hip - hop,
shares quite a bit with disco, indeed grew directly out
of it, and the identity / rebel / heroism focus
of rap is a very specific one — rock rages in a broadly indistinct or middle -
class mode, often against modernity, but rap's poetic world is «lumpen - proletarian,» and its archetypes and formulas are all about expressing
certain notions
of blackness and manliness.
Facebook, meanwhile, recently settled a $ 20 - million
class action settlement following a lawsuit over the social network's lucrative «Sponsored Stories» program that
shares users» «likes»
of certain advertisers with friends without paying them or allowing them to opt out.
It's hard to watch — and Nolan takes pains to confuse our allegiances in ways that suggest a very British
class tension (Borden and ace engineer Cutter (Michael Caine)
share a Cockney brogue while Angier, a Yank, is cut from different cloth), a
certain nationalism, and, in the figure
of Nikolai Tesla (David Bowie) at play mad - scientist - like in a mythical Colorado Springs, a clearly delineated duel between magic and the notion that technology before its time is a kind
of witchcraft.
Though we do not have data on every aspect
of teachers» working conditions, we do know
certain characteristics
of their students that many believe affect the teaching conditions at a school: the percentage
of low - income students at the school (as estimated by the percentage eligible for a subsidized lunch), the
shares of students who are African - American or Hispanic, average student test scores, and
class sizes.
This is when you give them one day a week or a
certain time each day to explore something they are passionate about and then
share their discoveries with
class after a set amount
of time.
Each timeline has a discussion section, so a
class can debate
certain topics, justify the order
of events or their significance, and
share more details and suggestions.
Certain techniques were flagged up «no hands rule; use
of mini-white boards, Kagan, learning environments that are supporting; bolstering self - esteem; positivity; curiosity; creativity; identify students to lead plenary at end
of lesson at the beginning; Get
class blogging — quadblogging; tallies for whole
class rewards; encouraging independent learning; wait time when questioning; talk about their thinking and reasoning; conversational learning; talk with learning partners before answering any questions; pair and
share; Glazer learning model structure for lesson delivery — a good mix
of interaction and independent work; offering choice to pupils; cross
class working; allowing time to play; list / describe / explain / evaluate; new audiences beyond the school; project based learning and philosopy; swapping age - groups; cross-curricular working; read to them every day; invite varied guests in; learning by discovery using pupils» interests; stand back and watch with purpose.
Using the experience
of her Genocide and Crimes Against Humanity
class, Dakota
shares how she chooses to hold on to
certain ideas to make her world a better place.
Most 401 (k) mutual funds I've seen are
Class C
shares and continually charge you a
certain expense ratio (e.g. a rate
of 1.5 % / yr) and an early - redemption fee for
shares held less than 90 days.
Typically, different
share classes reflect different expense ratios depending on initial investment amount, load or transaction fee, or association
of some form, like
certain 401K plans.
Dividends on
Class A
shares could not exceed those
of common
shares, but under
certain circumstances common dividends could exceed those
of the
Class A
shares.
For purchases
of Class A and Investor
Class shares of each MainStay Fund made without an initial sales charge on or after August 1, 2017, a contingent deferred sales charge
of 1.00 % may be imposed on
certain redemptions made within 18 months
of the date
of purchase.
Shares of the Trust
Class may not be purchased directly from the Manager; they may only be purchased through
certain institutions that have entered into administrative services contracts with the Manager.
Class A
shares do not have a deferred sales charge (except on
certain redemptions
of shares bought without an initial sales charge).
Putnam offers a variety
of fund
share classes — A, B, C, M, R (for
certain retirement plans), R6, Y, and T1 (Putnam Money Market Fund only)-- which offer different structures
of breakpoints and sales charges.
Each
share class represents an interest in the same assets
of the Funds, has the same rights and is identical in all material respects except that (i) each
class of shares may be subject to different (or no) sales loads, (ii) each
class of shares may bear different (or no) distribution fees; (iii) each
class of shares may have different shareholder features, such as minimum investment amounts; (iv)
certain other
class - specific expenses will be borne solely by the
class to which such expenses are attributable, including transfer agent fees attributable to a specific
class of shares, printing and postage expenses related to preparing and distributing materials to current shareholders
of a specific
class, registration fees paid by a specific
class of shares, the expenses
of administrative personnel and services required to support the shareholders
of a specific
class, litigation or other legal expenses relating to a
class of shares, Trustees» fees or expenses paid as a result
of issues relating to a specific
class of shares and accounting fees and expenses relating to a specific
class of shares and (v) each
class has exclusive voting rights with respect to matters relating to its own distribution arrangements.
Occasionally, companies find it necessary to concentrate the voting power
of a company into a specific
class of stock, in which a
certain set
of people own the majority
of shares.
The minimum initial investment for Institutional
class shares is $ 1 million; however, it may be modified for
certain financial intermediaries who submit trades on behalf
of eligible investors.
Davis Polk also advised Sunlands on its concurrent private placement
of 139,131
Class A ordinary
shares to
certain existing shareholders at the initial public offering price for a total purchase amount
of $ 40 million.
Meanwhile, in August
of 2015, Mr. Paniccia, a retail investor with a much smaller stake in MDC's common
shares, commenced a proposed securities
class action against MDC and
certain of its officers in Ontario under Part XXIII.1
of the Ontario Securities Act, R.S.O. 1990, c. S. 5.
In July
of 2015, an institutional investor with a substantial stake in MDC's common
shares commenced a proposed securities
class action against MDC and certain of its officers under the U.S. Securities Exchange Act of 1934 and Securities and Exchange Commission («SEC») Rule 10b - 5 in the U.S. District Court for the Southern District of New York (the «U.S. Securities Class Action&raq
class action against MDC and
certain of its officers under the U.S. Securities Exchange Act
of 1934 and Securities and Exchange Commission («SEC») Rule 10b - 5 in the U.S. District Court for the Southern District
of New York (the «U.S. Securities
Class Action&raq
Class Action»).
In July
of 2015, an institutional investor with a substantial stake in MDC's common
shares commenced a proposed securities
class action against MDC and
certain of its... Read More
Although he had resigned from those positions for unrelated reasons, he remained a significant minority shareholder
of a
certain class of convertible preferred
shares.