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 addition, based on the fair value of the shares of
common stock of the Company at the time of issuance, the Company recorded an additional $ 100,000 of share based compensation expense related to the transaction.
Not exact matches
The bigger the
company, the larger the paycheque you can command — and that doesn't count other compensation such as
stock or performance bonuses,
common at the higher end
of the leadership ladder.
HOUSTON, April 20, 2018 (GLOBE NEWSWIRE)-- Bellicum Pharmaceuticals, Inc. (NASDAQ: BLCM) a clinical stage biopharmaceutical
company focused on discovering and developing cellular immunotherapies for cancers and orphan inherited blood disorders, today announced the closing
of its previously announced underwritten public offering
of 9,200,000 shares
of its
common stock, including 1,200,000 shares sold pursuant to the underwriters» full exercise
of their option to purchase additional shares,
at a public offering price
of $ 7.50 per share.
Such risks, uncertainties and other factors include, without limitation: (1) the effect
of economic conditions in the industries and markets in which United Technologies and Rockwell Collins operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels
of end market demand in construction and in both the commercial and defense segments
of the aerospace industry, levels
of air travel, financial condition
of commercial airlines, the impact
of weather conditions and natural disasters and the financial condition
of our customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization
of the anticipated benefits
of advanced technologies and new products and services; (3) the scope, nature, impact or timing
of acquisition and divestiture or restructuring activity, including the pending acquisition
of Rockwell Collins, including among other things integration
of acquired businesses into United Technologies» existing businesses and realization
of synergies and opportunities for growth and innovation; (4) future timing and levels
of indebtedness, including indebtedness expected to be incurred by United Technologies in connection with the pending Rockwell Collins acquisition, and capital spending and research and development spending, including in connection with the pending Rockwell Collins acquisition; (5) future availability
of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope
of future repurchases
of United Technologies»
common stock, which may be suspended
at any time due to various factors, including market conditions and the level
of other investing activities and uses
of cash, including in connection with the proposed acquisition
of Rockwell; (7) delays and disruption in delivery
of materials and services from suppliers; (8)
company and customer - directed cost reduction efforts and restructuring costs and savings and other consequences thereof; (9) new business and investment opportunities; (10) our ability to realize the intended benefits
of organizational changes; (11) the anticipated benefits
of diversification and balance
of operations across product lines, regions and industries; (12) the outcome
of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact
of the negotiation
of collective bargaining agreements and labor disputes; (15) the effect
of changes in political conditions in the U.S. and other countries in which United Technologies and Rockwell Collins operate, including the effect
of changes in U.S. trade policies or the U.K.'s pending withdrawal from the EU, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect
of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act
of 2017), environmental, regulatory (including among other things import / export) and other laws and regulations in the U.S. and other countries in which United Technologies and Rockwell Collins operate; (17) the ability
of United Technologies and Rockwell Collins to receive the required regulatory approvals (and the risk that such approvals may result in the imposition
of conditions that could adversely affect the combined
company or the expected benefits
of the merger) and to satisfy the other conditions to the closing
of the pending acquisition on a timely basis or
at all; (18) the occurrence
of events that may give rise to a right
of one or both
of United Technologies or Rockwell Collins to terminate the merger agreement, including in circumstances that might require Rockwell Collins to pay a termination fee
of $ 695 million to United Technologies or $ 50 million
of expense reimbursement; (19) negative effects
of the announcement or the completion
of the merger on the market price
of United Technologies» and / or Rockwell Collins»
common stock and / or on their respective financial performance; (20) risks related to Rockwell Collins and United Technologies being restricted in their operation
of their businesses while the merger agreement is in effect; (21) risks relating to the value
of the United Technologies» shares to be issued in connection with the pending Rockwell acquisition, significant merger costs and / or unknown liabilities; (22) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the Rockwell merger agreement; (23) risks associated with merger - related litigation or appraisal proceedings; and (24) the ability
of United Technologies and Rockwell Collins, or the combined
company, to retain and hire key personnel.
HOUSTON, April 17, 2018 (GLOBE NEWSWIRE)-- Bellicum Pharmaceuticals, Inc. (NASDAQ: BLCM), a clinical stage biopharmaceutical
company focused on discovering and developing cellular immunotherapies for cancers and orphan inherited blood disorders, today announced the pricing
of an underwritten public offering
of 8,000,000 shares
of its
common stock at a price to the public
of $ 7.50 per share.
During the first quarter, the
Company repurchased 56.4 million shares
of common stock at a total cost
of $ 10.8 billion.
NEW YORK --(BUSINESS WIRE)-- The board
of directors
of Pfizer Inc. today declared a 34 - cent second - quarter 2018 dividend on the
company's
common stock, payable June 1, 2018, to shareholders
of record
at the close
of business on May 11, 2018.
At least 80 percent
of the fund's assets are invested in equity securities, including
common stock, preferred
stock, convertible securities, rights and warrants and depository receipts
of companies located in the China region.
For example, the expected timing and likelihood
of completion
of the proposed merger, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals
of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence
of any event, change or other circumstances that could give rise to the termination
of the merger agreement, the possibility that Kraft shareholders may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or
at all, risks related to disruption
of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price
of Kraft's
common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability
of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses
of the
companies, which may result in the combined
company not operating as effectively and efficiently as expected, the combined
company may be unable to achieve cost - cutting synergies or it may take longer than expected to achieve those synergies, and other factors.
With virtually identical market capitalization (the price it would take to buy all shares
of a
company's outstanding
common stock at the current market value), what exactly is an investor in each respective firm getting for his or her money?
A
stock appreciation right entitles a participant to receive a payment, in cash,
common stock, or a combination
of both, in an amount equal to the difference between the fair market value
of the
stock at the time
of exercise and the exercise price
of the award, which may not be lower than the fair market value
of the
Company's
common stock on the day
of grant.
DALLAS, April 4, 2018 / PRNewswire / — NexPoint Capital, Inc. (the «
Company»), a non-traded publicly registered business development company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price of $ 9.89 per Share (an amount equal to the price at which Shares were issued pursuant to
Company»), a non-traded publicly registered business development
company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price of $ 9.89 per Share (an amount equal to the price at which Shares were issued pursuant to
company and affiliate
of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 %
of its outstanding
common stock («Shares»)
at a price
of $ 9.89 per Share (an amount equal to the price
at which Shares were issued pursuant to the...
«Total CEO realized compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any
stock option exercised by Mr. Musk in such year in connection with which shares
of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price
of Tesla
common stock at the time
of exercise on the exercise date and the exercise price
of the option, plus (iii) with respect to any restricted
stock unit vested by Mr. Musk in such year in connection with which shares
of stock were also sold other than automatic sales to satisfy the
Company's withholding obligations related to the vesting
of such restricted
stock unit, if any, the market price
of Tesla
common stock at the time
of vesting, plus (iv) any cash actually received by Mr. Musk in respect
of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment
of such amounts.
The
Company has been advised that the New York State
Common Retirement Fund, 59 Maiden Lane - 30th Floor, New York, NY, beneficial owner of 2,093,231 shares of the Company's common stock, intends to submit the proposal set forth below at the Annual Me
Common Retirement Fund, 59 Maiden Lane - 30th Floor, New York, NY, beneficial owner
of 2,093,231 shares
of the
Company's
common stock, intends to submit the proposal set forth below at the Annual Me
common stock, intends to submit the proposal set forth below
at the Annual Meeting:
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.
DALLAS, Jan. 3, 2018 / PRNewswire / — NexPoint Capital, Inc. (the «
Company»), a non-traded publicly registered business development company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price equal to 90 % of the offering price per Share in effect on the Expiration
Company»), a non-traded publicly registered business development
company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price equal to 90 % of the offering price per Share in effect on the Expiration
company and affiliate
of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 %
of its outstanding
common stock («Shares»)
at a price equal to 90 %
of the offering price per Share in effect on the Expiration Date...
* NELSON PELTZ REPORTS OPEN MARKET SALE
OF 6.5 MILLION SHARES
OF MONDELEZ»S CLASS A
COMMON STOCK ON FEB 27
AT $ 43.67 PER SHARE - SEC FILING Source text (http://bit.ly/2CQSIGq) Further
company coverage:
Because there is no public market for our
common stock, our board
of directors determined the
common stock fair value
at the
stock option grant date by considering several objective and subjective factors, including the price paid by investors for our preferred
stock, our actual and forecasted operating and financial performance, market conditions and performance
of comparable publicly traded
companies, developments and milestones in our
company, the rights and preferences
of our
common and preferred
stock, the likelihood
of achieving a liquidity event, and transactions involving our preferred
stock.
If you are the representative
of an entity that owns
common stock of the
Company, you must present a government - issued photo identification, evidence that the entity has authorized you to act as its representative
at the Annual Meeting, and, if the entity is a street name owner, proof
of the entity's beneficial
stock ownership as
of the record date.
Given the absence
of a public trading market
of our
common stock, and in accordance with the American Institute
of Certified Public Accountants Accounting and Valuation Guide, Valuation
of Privately - Held
Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our common stock, including independent third - party valuations of our common stock; the prices at which we sold shares of our convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack of marketability of our common stock; the hiring of key personnel and the experience of our management; the introduction of new products; our stage of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic o
Company Equity Securities Issued as Compensation, our board
of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate
of fair value
of our
common stock, including independent third - party valuations
of our
common stock; the prices
at which we sold shares
of our convertible preferred
stock to outside investors in arms - length transactions; the rights, preferences, and privileges
of our convertible preferred
stock relative to those
of our
common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack
of marketability
of our
common stock; the hiring
of key personnel and the experience
of our management; the introduction
of new products; our stage
of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private
company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic o
company; the likelihood
of achieving a liquidity event, such as an initial public offering or a sale
of our
company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic o
company given the prevailing market conditions and the nature and history
of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic outlook.
All
stock options and
stock appreciation rights will have an exercise price equal to
at least the fair market value
of our
common stock on the date the
stock option or
stock appreciation right is granted, except in certain situations in which we are assuming or replacing options granted by another
company that we are acquiring.
Common stock - On March 9, 2017, the Company issued (i) 125,000 shares of its common stock in exchange for consulting services, valued at $ 200,000, and (ii) 125,000 shares of its common stock for investments in cryptocurrency, valued at $ 10
Common stock - On March 9, 2017, the
Company issued (i) 125,000 shares
of its
common stock in exchange for consulting services, valued at $ 200,000, and (ii) 125,000 shares of its common stock for investments in cryptocurrency, valued at $ 10
common stock in exchange for consulting services, valued
at $ 200,000, and (ii) 125,000 shares
of its
common stock for investments in cryptocurrency, valued at $ 10
common stock for investments in cryptocurrency, valued
at $ 100,000.
On June 14, 2017, the
Company transferred an aggregate of 129,238 shares of common stock of its parent company Croe, held in treasury by the Company, to certain officers and consultants of the Company in exchange for their services in connection with the Transaction, valued at $ 258,476 based on the fair value of the shares on the measuremen
Company transferred an aggregate
of 129,238 shares
of common stock of its parent
company Croe, held in treasury by the Company, to certain officers and consultants of the Company in exchange for their services in connection with the Transaction, valued at $ 258,476 based on the fair value of the shares on the measuremen
company Croe, held in treasury by the
Company, to certain officers and consultants of the Company in exchange for their services in connection with the Transaction, valued at $ 258,476 based on the fair value of the shares on the measuremen
Company, to certain officers and consultants
of the
Company in exchange for their services in connection with the Transaction, valued at $ 258,476 based on the fair value of the shares on the measuremen
Company in exchange for their services in connection with the Transaction, valued
at $ 258,476 based on the fair value
of the shares on the measurement date.
At the time
of the tender offer, the fair value
of the
Company's
common stock was $ 12.95 per share and the fair value
of the
Company's Series A through F convertible preferred
stock ranged from $ 12.95 to $ 14.51 per share.
On March 9, 2017, the
Company issued 125,000 shares
of common stock of the
Company to an employee
of the
Company, in exchange for an initial investment made in the form
of cryptocurrency, valued
at $ 100,000, based on the fair value
of the investment on the date
of such investment.
The tender offer closed in September 2011, and
at the close
of the transaction, the
Company recorded $ 34.7 million as compensation expense related to the excess
of the selling price per share
of common stock paid to the
Company's employees and consultants over the fair value
of the tendered share, and $ 35.8 million as deemed dividends in relation to excess
of the selling price per share
of common and preferred
stock paid to existing investors in excess
of the fair value
of the shares tendered.
Pursuant to ASC 805 - 10, under the acquisition method, the total estimated purchase price (consideration transferred) as described in Note 3, Preliminary Purchase Price Allocation, is measured
at the acquisition closing date using the fair value
of the
Company's
common stock on that date.
The purchase price per share in the tender offer represented an excess to the fair value
of the
Company's outstanding
common stock and Series A through Series F convertible preferred
stock, as determined by the
Company's most recent valuation
of its capital
stock at time
of the transaction.
On March 9, 2017, the
Company issued (i) 125,000 shares
of common stock of the
Company to Redwood Fund LP («Redwood») in exchange for cash
of $ 200,000; and (ii) 125,000 shares
of common stock of the
Company to Imperial Strategies, LLC («Imperial Strategies») in exchange for certain services rendered, valued
at $ 200,000, as
of the date
of such issuance.
Under normal market conditions, the World Precious Minerals Fund will invest
at least 80 %
of its net assets in
common stock, preferred
stock, convertible securities, rights and warrants, and depository receipts
of companies principally engaged in the exploration for, or mining and processing
of, precious minerals such as gold, silver, platinum group, palladium and diamonds.
Penny
stocks are
common shares
of small private
companies that trade
at very low prices.
Share Repurchase Program During the second quarter
of 2014, the
company repurchased 936,060 shares
of its
common stock at an average price
of $ 55.56 per share for a total
of approximately $ 52 million.
The
company repurchased 1,033,705 shares
of its
common stock at an average price
of $ 66.21 per share for a total
of over $ 68.4 million.
During the third quarter
of 2014, the
company repurchased 787,796 shares
of its
common stock at an average price
of $ 58.02 per share for a total
of nearly $ 46 million under its share repurchase program.
DALLAS, Jan. 3, 2018 / PRNewswire / — NexPoint Capital, Inc. (the «
Company»), a non-traded publicly registered business development company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price equal to 90 % of the offering price per Share in effect on the Expiration Date... Read More... Re
Company»), a non-traded publicly registered business development
company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price equal to 90 % of the offering price per Share in effect on the Expiration Date... Read More... Re
company and affiliate
of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 %
of its outstanding
common stock («Shares»)
at a price equal to 90 %
of the offering price per Share in effect on the Expiration Date... Read More... Read More
Salesforce is paying $ 44.98 a share for the application - network
company: $ 36 a share in cash and the rest in
stock at a ratio
of 0.0711 shares
of Salesforce
common stock for each MuleSoft class A and class B share.
DALLAS, April 4, 2018 / PRNewswire / — NexPoint Capital, Inc. (the «
Company»), a non-traded publicly registered business development company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price of $ 9.89 per Share (an amount equal to the price at which Shares were issued pursuant to the... Read More... Re
Company»), a non-traded publicly registered business development
company and affiliate of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 % of its outstanding common stock («Shares») at a price of $ 9.89 per Share (an amount equal to the price at which Shares were issued pursuant to the... Read More... Re
company and affiliate
of Highland Capital Management, L.P., today announced the expiration and final results for its tender offer (the «Tender Offer») for up to 2.5 %
of its outstanding
common stock («Shares»)
at a price
of $ 9.89 per Share (an amount equal to the price
at which Shares were issued pursuant to the... Read More... Read More
Although the
company would only formally value the
common stock at that price once it completes a so - called 409a valuation — which sometimes happens shortly after an acquisition like this, in part for tax purposes — this offer is almost certain to affect the so - called fair market value
of the
company in its next 409a review.
In February 2016, the
Company issued to a service provider a 12 month convertible debentures
at 15 % interest with a principal amount
of $ 35,000 along with 35,000 3 - year warrants to purchase shares
common stock at $ 1.00 per share The convertible debentures are payable
at maturity, and convertible
at the investor's determination
at a price equal to 90 %
of the price
of a subsequent public underwritten offering if one occurs over $ 5 million, or, if no subsequent offering occurs,
at $ 0.75 per share.
Because Facebook's
common stock is stripped
of many
of the preferences that the
stock of investors like DST or Microsoft has, the valuation for the
common stock will be the best indicator
of the
company's true worth
at that point in time.
The
Company issued 311,250 shares
of common stock for services rendered
at an average
stock price
of $ 0.85 per share, 76,250
common shares were classified as to be issued as
of March 31, 2016.
Calvert Investment Management, Inc., 4550 Montgomery Avenue, Bethesda, Maryland 20814, acting on behalf
of Calvert funds that own 24,045 shares
of common stock of the
Company, has notified us that it intends to present the following resolution
at the Annual Meeting.
In addition, the
Company issued unregistered warrants to purchase a total
of 2,660,000 shares
of Common Stock at an exercise price
of $ 2.00 per share.
In addition, the
Company will issue warrants to purchase a total
of 1,423,488 shares
of Common Stock to the holders
of the Preferred
Stock at an exercise price
of $ 0.96 per share.
In addition, the
Company will issue unregistered warrants to purchase a total
of 2,660,000 shares
of Common Stock at a fixed exercise price
of $ 2.00 per share.
Contemporaneously with the approval
of the spin - off, the Board also approved a policy
of paying dividends
at an annual rate
of $ 0.60 per share
of common stock of the
Company, payable in four installments
of $ 0.15 per share
of common stock of the
Company, with such quarterly dividends to be declared on a quarterly basis by the Board.
Under normal market conditions,
at least 80 %
of the fund «s assets will be invested in the
common stocks of companies composing the S&P 500 Index.
The Certificate
of Incorporation was adopted
at a time when no other voting securities
of the
Company were outstanding, and although the Series B Preferred
Stock generally votes on an as if converted basis together with the Common Stock, the Certificate of Incorporation does not expressly deal with the voting rights of the Series B Preferred Stock in the context of the «opt out» provision relating to amendments to increase authorized s
Stock generally votes on an as if converted basis together with the
Common Stock, the Certificate of Incorporation does not expressly deal with the voting rights of the Series B Preferred Stock in the context of the «opt out» provision relating to amendments to increase authorized s
Stock, the Certificate
of Incorporation does not expressly deal with the voting rights
of the Series B Preferred
Stock in the context of the «opt out» provision relating to amendments to increase authorized s
Stock in the context
of the «opt out» provision relating to amendments to increase authorized
stockstock.
The Fund invests
at least 80 %
of its assets in equity securities, generally
common and preferred
stocks of U.S.
companies.