Regarding the Stockholder Proposal, Marathon Partners argued in its supporting statement that the Rights Agreement served no other purpose than to arbitrarily limit the number of shares a current or prospective shareholder could own at 10 % of
the combined classes of stock.
Not exact matches
«10 - Percent Stockholder» means an individual who owns more than 10 %
of the total
combined voting power
of all
classes of outstanding
stock of the Company or
of its parent corporation or subsidiary corporation (as defined in Code Sections 424 (e) and (f)-RRB-.
If, for example, our existing shareholders retain a significant portion
of their holdings
of Class B common
stock for an extended period
of time, they could, in the future, continue to control a majority
of the
combined voting power
of our outstanding capital
stock.
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.
When the shares
of our
Class B common
stock represent less than 5 %
of combined voting power
of our
Class A common
stock and
Class B common
stock, the then - outstanding shares
of Class B common
stock will automatically convert into shares
of Class A common
stock.
So the idea with multifactor is not to
combine the best in each
of those
classes of stocks, but rather it's to say, «I want to look for
stocks that are good on all
of those characteristics, so I want a really well - rounded
stock.
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.
All outstanding shares
of our
Class B common
stock will convert into shares
of our
Class A common
stock when the shares
of our
Class B common
stock represent less than 5 %
of the
combined voting power
of our
Class A common
stock and
Class B common
stock.
Subsequent sales
of our
Class A common
stock by investors in this offering using the LOYAL3 Platform will be completed through a batch or
combined order process typically only once per day.
Provided, however, that an incentive
stock option held by a participant who owns more than 10 %
of the total
combined voting power
of all
classes of our
stock, or
of certain
of our parent or subsidiary corporations, may not have a term in excess
of five years and must have an exercise price
of at least 110 %
of the fair market value
of our common
stock on the grant date.
We can not predict whether this structure,
combined with the concentrated control by Mr. Spiegel and Mr. Murphy, will result in a lower trading price or greater fluctuations in the trading price
of our
Class A common
stock as compared to the market price were we to sell voting
stock in this offering, or will result in adverse publicity or other adverse consequences.
Upon the completion
of this offering, our existing owners will continue to control a majority
of the
combined voting power
of our
Class A and
Class B common
stock.
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.
Combining a wider track width and wider - than -
stock rubber, a regular Golf body would leave the rolling
stock in the wind — so Volkswagen did what any sensible race - car builder would do and sculpted massive fender flares to keep it out
of the open - wheel
class.
Most
of us
combine stocks and bonds so that we have different asset
classes that balance each other out during periods
of volatility.
Henry Tippie serves as Chairman
of the Board
of Dover Motorsports, as well as controlling Trustee
of RMT Trust (Dover's largest shareholder), and in these capacities exercises control over 54.4 %
of the
combined voting power
of the two
classes of the Company's common
stock.
size: 100 %;»
class = «Apple - style - span» > CXO concludes: «family: Verdana, Arial; font - size: 100 %;» > In summary, investors may be able to achieve abnormal returns by
combining value and earnings surprises, with most
of the benefit coming from value
stocks with positive earnings surprises and positive earnings announcement abnormal returns.»
The solution may be to
combine them for stronger and more consistent inflation protection and diversification through risk management provided by the mix
of not only real asset categories but by the asset
class mix, including bonds and commodity futures in addition to
stocks.
So the idea with multifactor is not to
combine the best in each
of those
classes of stocks, but rather it's to say, «I want to look for
stocks that are good on all
of those characteristics, so I want a really well - rounded
stock.
We then start to examine how diversification through
combining assets, in this case a simple
stock and bond mix, works to mitigate the extreme drawdowns
of risky asset
classes.
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.
Combined with a portfolio
of stocks and bonds, real estate can help boost returns and cash flow while spreading risk over another asset
class so your nest egg doesn't tumble with the next
stock market crash.