Sentences with phrase «classes of stock holders»

The way I see it you have different classes of stock holders those who suffered damage due to fraudalant management and those who didn't suffer damages.

Not exact matches

If you are a holder of Alphabet Class A or Class B common stock as of the Record Date, you are requested to vote on the items of business described in this proxy statement.

This discussion is limited to non-U.S. holders who purchase our Class A common stock issued pursuant to this offering and who hold our Class A common stock as a «capital asset» within the meaning of Section 1221 of the Code (generally, property held for investment).

Such conversions of Class B common stock to Class A common stock upon transfer will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

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.

Because of the ten - to - one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will hold more than a majority of the combined voting power of our common stock upon the completion of our initial public offering, and therefore such holders will be able to control all matters submitted to our stockholders for approval.

Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock.

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 cClass 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 cClass 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 cClass 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 cClass B common stock, voting separately as a classclass.

Future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions.

If we raise additional funds through further issuances of equity, convertible debt securities, or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our Class A common stock.

These holders of our Class B common stock may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

This discussion assumes that a non-U.S. holder holds shares of our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

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.

Limited voting stock - Limited voting stock is a class of stock providing its holders with smaller than proportionate voting rights in comparison with another class of stock issued by the same firm.

Conversion Rights — All convertible preferred stock will be automatically converted into common stock upon (i) the closing of an underwritten public offering of shares of common stock of the Company at a public offering price per share that provides at least $ 100 million in aggregate gross proceeds or (ii) approval of at least (a) holders of 66 % of the Series A convertible preferred stock, voting as a single class on an as - converted basis; (b) holders of a majority of the Series B convertible preferred stock, voting as a single class on an as - converted basis; (c) holders of a majority of the Series D convertible preferred stock, voting as a single class on an as - converted basis; and (d) the holders of at least a majority of the then outstanding shares of convertible preferred stock (voting together as a single class and not a separate series, and on an as - converted basis).

in the case of our directors, officers, and security holders, the conversion or reclassification of our outstanding convertible preferred stock or other classes of common stock into shares of Class B common stock in connection with this offering and the conversion of Class B common stock to Class A common stock in accordance with our restated certificate of incorporation, provided that any such shares of Class A common stock or Class B common stock received upon such conversion or reclassification shall remain subject to the restrictions set forth above;

in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common stock or Class B common stock upon (A) the exercise or settlement of stock options or RSUs granted under a stock incentive plan or other equity award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;

For example, if we were to make a distribution of cash to the holders of Class C common stock but not make a cash distribution or make a distribution of stock instead of cash to the holders of Class A common stock and Class B common stock, the holders of a majority of Class A common stock and Class B common stock, voting together as a single class, would be required to approve that dividend or distribuClass C common stock but not make a cash distribution or make a distribution of stock instead of cash to the holders of Class A common stock and Class B common stock, the holders of a majority of Class A common stock and Class B common stock, voting together as a single class, would be required to approve that dividend or distribuClass A common stock and Class B common stock, the holders of a majority of Class A common stock and Class B common stock, voting together as a single class, would be required to approve that dividend or distribuClass B common stock, the holders of a majority of Class A common stock and Class B common stock, voting together as a single class, would be required to approve that dividend or distribuClass A common stock and Class B common stock, voting together as a single class, would be required to approve that dividend or distribuClass B common stock, voting together as a single class, would be required to approve that dividend or distribuclass, would be required to approve that dividend or distribution.

In any transfer of shares of Series FP from the original holder, the shares of Series FP will automatically convert to shares of Class B common stock at the then - effective conversion rate.

In addition, the discussion and tables above exclude shares of Class B common stock, because holders of the Class B common stock are not entitled to distributions or dividends, whether cash or stock, from Shake Shack.

Stock appreciation rights provide for a payment, or payments, in cash or shares of our Class A common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shStock appreciation rights provide for a payment, or payments, in cash or shares of our Class A common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shstock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shstock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shares.

distribution, the holders of a majority of Class A common stock could defeat that dividend or distribution.

The Series FP automatically converts to Class B common stock on the affirmative election of the holders of a majority of the outstanding shares of the Series FP.

The trustee holder of the special Class A voting stock and the special Class B voting stock has the right to cast a number of votes equal to the number of then outstanding Class A exchangeable shares and Class B exchangeable shares, respectively.

In that opinion, the first to address fee - shifting provisions following ATP, the Delaware Court of Chancery found that a fee - shifting bylaw was inapplicable to a share - holder plaintiff and the class where the bylaw was adopted after a plaintiff had been forcibly cashed out through a reverse stock split.

This would mean that an increase in the Class A stock would require a vote of the holders of Class A stock and an increase in Common stock would require a vote of the holders of Common stock.

On behalf of Coliseum Capital Management, LLC («Coliseum»), the holder of 9.9 % of the Class A Common Stock of Benihana Inc. (the «Company»), I am writing to express concern over the proposed Agreement and Plan of Merger (the «Proposal») by and between the Company and its wholly - owned subsidiary BHI Mergersub, Inc..

However, there is a class of stocks that entitle its holder a guaranteed dividends every year.

In the case of Ford, for example, there are 70 million shares of Class B stock which receive the same dividend per share as do the common stock holders.

Holders of our Class A Common Stock which represented a majority of the voting power of our outstanding capital stock as of the Record Date, have executed a written consent in favor of the actions described above and have delivered it to us on September 22, 2009, the Consent Stock which represented a majority of the voting power of our outstanding capital stock as of the Record Date, have executed a written consent in favor of the actions described above and have delivered it to us on September 22, 2009, the Consent stock as of the Record Date, have executed a written consent in favor of the actions described above and have delivered it to us on September 22, 2009, the Consent Date.

The liquidation will not be put to a shareholder vote as «the affirmative vote of holders of a majority of all outstanding shares of our Class A Common Stock is required.

The shares of our common stock will be distributed on the date of the spin - off to holders of NACCO common stock as of the record date for the spin - off in book - entry form for our Class A Common and in certificated form for our Class B Common in accordance with Section 170 of the General Corporation Law of the State of Delaware (the «DGCL»).

At the last count, EA is fending off three different class action lawsuits over the quality of the game, including one led by angry EA stock holders.

The appellant, whose sole officer, director and shareholder is Jeffrey G. MacIntosh, holder of the Toronto Stock Exchange Chair in Capital Markets Law at the University of Toronto Law School, seeks their identities to proceed with a proposed class action relying on the provisions of the Securities Act, R.S.O. 1990, c. S. 5, that create private rights of action.

Payments to non-U.S. holders of dividends on Class A common stock generally will not be subject to backup withholding, so long as the non-U.S. holder certifies its nonresident status (and we or our paying agent do not have actual knowledge or reason to know the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied) or otherwise establishes an exemption.

Backup withholding, currently at a 28 % rate, generally will not apply to payments to a non-U.S. holder of dividends on or the gross proceeds of a disposition of our Class A common stock provided the non-U.S. holder furnishes the required certification for its non-U.S. status, such as by providing a valid IRS Form W - 8BEN, IRS Form W - 8BEN - E or IRS Form W - 8ECI, or certain other requirements are met.

The payment of proceeds from the disposition of shares of our Class A common stock by a non-U.S. holder made to or through a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except as noted below.

Any amounts withheld from a payment to a holder of Class A common stock under the backup withholding rules can be credited against any U.S. federal income tax liability of the holder and may entitle the holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

If the offering is consummated, all of Realogy's Convertible Notes in the aggregate principal amount of approximately $ 2.1 billion would be converted into Class A common stock or redeemed at 90 percent of the principal amount thereof on or about the closing of the offering, and holders of approximately $ 2 billion aggregate principal amount of such Convertible Notes have indicated that they intend to so convert.

Current Zillow holders of Class A Common Stock and Class B Common Stock will receive one comparable share of the combined company at closing, and will represent approximately 67 % of the combined company.