Still to come: Settlement of several dozen class action suits filed on behalf of
common share holders, which will most likely be consolidated into a single court action.
Should a company go bankrupt, the bond holders get paid before
common share holders.
Not exact matches
Upon liquidation,
holders of such debt securities and preferred
shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the
holders of our
common stock.
If such
holder participates in the next Qualified Financing but not to the full extent of its pro rata
share, then only a percentage of its Series A Preferred Stock will be converted into
Common Stock (under the same terms as in the preceding sentence), with such percentage being equal to the percent of its pro rata contribution that it failed to contribute.]
Preferred
shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the
holders of our
common stock.
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.
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 class.
The proxy
holders (that is, the persons named as proxies on the proxy card) will vote your
shares of
Common Stock in accordance with your instructions at the Annual Meeting (including any adjournments or postponements thereof).
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.
A mutual fund custodian usually maintains and holds all records, sales redemptions and trades of the
share holders... A mutual fund custodian may but not always, act as the mutual fund transaction agent... Since a mutual fund is basically a pool of several funds and not one
common stock, it's essential that a 3rd party is involved to maintain, and oversee the funds operations...
After the completion of this offering, the
holders of up to 248,396,604
shares of our
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 rights with respect to the registration of such
shares under the Securities Act.
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).
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.
On April 23, 2018, TD Ameritrade declared a $ 0.21 per
share quarterly cash dividend, payable on May 22, 2018 to all
holders of record of
common stock as of May 8, 2018
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.
What makes these bonds «convertible» is that the
holder of the bond has the right to convert it into
shares of the company's
common stock.
Holders of certificates representing pre-split
shares of the Fund's
common stock will receive, upon surrender of their certificates representing such pre-split
shares, uncertificated post-split
shares of the Fund's
common stock (i.e., a stockholder's holdings of post-split
shares will be reflected only in the Fund's record books).
BETHESDA, Md., Oct. 25, 2011 / PRNewswire / — Marriott International, Inc. (NYSE: MAR) announced today that its Board of Directors approved the spin - off of its wholly owned subsidiary, Marriott Vacations Worldwide Corporation, through the distribution of
shares to
holders of Marriott International
common stock.
Preferred stock, also known as Capital stock, provides a specific dividend that is paid before any dividends are paid to
common stock holders the conversion option allows the shareholder to convert their shares from Preferred (or capital stock) into Common
common stock
holders the conversion option allows the shareholder to convert their
shares from Preferred (or capital stock) into
Common Common stock.
As of September 30, 2014, the
holders of 52,132,350
shares of our
common stock, including our
common stock issuable in connection with the automatic conversion of all outstanding
shares of our convertible preferred stock into
shares of our
common stock and the
holder of a warrant to purchase 6,500,000
shares of our
common stock, are entitled to rights with respect to the registration of their
shares following this offering under the Securities Act.
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).
Preferred returns: Preferred returns represent an amount that the startup must return to the venture capitalist before it distributes any assets (payments) to the
holders of
common (residual) equity
shares.
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;
After payment of the full liquidation preference of the Series A, Series A-1, Series B, and Series C, the entire remaining amounts legally available for distribution will be distributed to the
holders of our
common stock pro rata based on the number of
shares held by each
holder.
In preference to the
holders of our
common stock, each
share of preferred stock is entitled to receive, on a pari passu basis, cash dividends at the rate of 6 % of the original issue price per annum on each outstanding
share of preferred stock.
Each
share of convertible preferred stock may be converted, at the option of the
holder, at any time into
common stock as is determined by dividing the applicable original issue price by the conversion price as adjusted for certain dilutive issuances, splits and combinations.
Stock options granted under our stock option plan provide certain employee option
holders the right to elect to exercise unvested options in exchange for
shares of restricted
common stock.
We, our officers and directors, and
holders of substantially all of the outstanding
shares of our
common stock including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any
shares of
common stock, options or warrants to purchase
shares of
common stock or securities convertible into, exchangeable for or that represent the right to receive
shares of
common stock, whether now owned or hereafter acquired, during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of each of Goldman, Sachs & Co., Morgan Stanley & Co..
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.
upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance
Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Share, for each
Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Share subject to such Award, to be solely
common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Co
common stock of the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the Change in Con
share consideration received by
holders of
Common Stock in the Change in Co
Common Stock in the Change in Control.
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
shares.
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.
Conversion of preferred stock occurs automatically and immediately upon the earlier to occur of the closing of a firm commitment underwritten public offering pursuant to an effective registration statement filed covering the offer and sale of
common stock in which (i) the aggregate public offering price equals or exceeds $ 25 million, (ii) with respect to the Series F convertible preferred stock only, the public offer price per
share of which is not less than one times the original issue price of the Series F convertible preferred stock, (iii) with respect to the Series E convertible preferred stock only, the public offer price per
share of which is not less than one times the original issue price of the Series E convertible preferred stock and (iv) with respect to the Series D convertible preferred stock only, the initial public offering price per
share of which is not less than two times the original price of preferred stock, or the date specified by
holders of at least 60 % of the then outstanding Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, Series F convertible preferred stock and Series G convertible preferred stock, provided however, that in the event that the
holders of at least 65 % of the then outstanding
shares of
holders Series G convertible preferred stock, at least a majority of the then outstanding
shares of Series F convertible preferred stock or at least of 65 % of the then outstanding
share of Series E convertible preferred stock do not consent or agree to the conversion, conversion shall not be effective to any
shares of the relevant series of Series G convertible preferred stock, Series F convertible preferred stock or Series E convertible preferred stock for which the approval threshold was not achieved.
In the event of a change of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per
share of
common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case
holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated.
Holders of restricted
shares were entitled to vote such
shares and to receive any dividends paid on FedEx
common stock.
Holders of an aggregate of approximately million additional
shares of our
common stock as of, 2010, will have rights, subject to some conditions and any applicable lock - up agreement described in the «Underwriting» section of this prospectus, to include their
shares in registration statements that we may file for ourselves or other stockholders.
Stock appreciation rights provide for a payment, or payments, in cash or
shares of our
common stock, to the
holder based upon the difference between the fair market value of our
common stock on the date of exercise and the stated exercise price of the stock appreciation right.
This summary is limited to non-U.S.
holders who purchase
shares of our
common stock issued pursuant to this offering and who hold our
common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).
Moreover,
holders of an aggregate of approximately million
shares of our
common stock as of, 2010, will have rights, subject to some conditions and any applicable lock - up agreement described in the «Underwriting» section of this prospectus, to require us to file registration statements covering their
shares and to include their
shares in registration statements that we may file for ourselves or other stockholders.
We, our executive officers and directors and substantially all of our stockholders and
holders of options and warrants have agreed that, for a period of 180 days from the date of this prospectus, subject to customary limited exceptions, we and they will not, without the prior written consent of Barclays Capital Inc. and Deutsche Bank Securities Inc., dispose of or hedge any
shares or any securities convertible into or exchangeable for our
common stock.
If you are a registered
holder, Wells Fargo will then mail you a direct registration account statement that reflects your
shares of Hewlett Packard Enterprise
common stock.
This discussion applies only to U.S.
holders of
shares of HP Co.
common stock who hold such
shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment).
If you own
shares of FedEx
common stock through the FedEx employee stock purchase plan or any FedEx or subsidiary benefit plan, you can direct the record
holder or the plan trustee to vote the
shares held in your account in accordance with your instructions by completing the proxy card and returning it in the enclosed envelope or by registering your instructions via the Internet or telephone as directed on the proxy card.
The dividend is payable on March 16, 2017 to
holders of the Company's outstanding
Common Shares on the record date of March 7, 2017.
Each warrant will entitle the
holder to acquire one additional
common share of the Company at an exercise price of $ 0.08 until April 26, 2022 after the closing of the Offering.
The dividend of CDN $ 0.02 per
share is payable on March 16, 2017 to
holders of the Company's outstanding
Common Shares on the record date of March 7, 2017.