The committee had been notified by a group consisting of members of the Nordstrom family, including co-presidents Blake W. Nordstrom, Peter E. Nordstrom, and Erik B. Nordstrom, that the group intended to submit a proposal to purchase all of the outstanding shares of
common stock of the company not already owned by the group, and approximately 21 % of the shares owned by the Nordstrom family members in the group, for $ 50 a share in cash, the company said in a statement.
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.
-LSB-(Version 2, which is
not quite as aggressive): If any holder
of Series A Preferred
Stock fails to participate in the next Qualified Financing, (as defined below), on a pro rata basis (according to its total equity ownership immediately before such financing)
of their Series A Preferred investment, then such holder will have the Series A Preferred
Stock it owns converted into
Common Stock of the
Company.
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.
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.
This discussion also does
not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including, without limitation, certain former citizens or long - term residents
of the United States, partnerships or other pass - through entities, real estate investment trusts, regulated investment
companies, «controlled foreign corporations,» «passive foreign investment
companies,» corporations that accumulate earnings to avoid U.S. federal income tax, banks, financial institutions, investment funds, insurance
companies, brokers, dealers or traders in securities, commodities or currencies, tax - exempt organizations, tax - qualified retirement plans, persons subject to the alternative minimum tax, persons that own, or have owned, actually or constructively, more than 5 %
of our
common stock and persons holding our
common stock as part
of a hedging or conversion transaction or straddle, or a constructive sale, or other risk reduction strategy.
The purchase price
of each Share will be (i)
not less than the net asset value per Share (the «NAV Per Share»)
of the
Company's
common stock (as determined in good faith by the board
of directors
of the
Company or a committee thereof, in its sole discretion) immediately prior to the Expiration Date (as defined in the Offer to Purchase)(the date
of repurchase) and (ii)
not more than 2.5 % greater than the NAV Per Share as
of such date, plus any unpaid dividends accrued through the expiration date
of the Tender Offer.
Berkshire Hathaway's wholly - owned subsidiaries aren't the only way that the
company provides diversification.They also have a
common stock portfolio that makes them a minority owner
of a wide variety
of companies.
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, the pro forma stockholders» equity assumes the reclassification
of the redeemable convertible preferred
stock warrant liability to additional paid - in capital upon a qualifying IPO
of the
Company's
common stock, assuming the redeemable convertible preferred
stock warrants automatically become
common stock warrants that are classified as equity and are
not subject to remeasurement.
Important factors that may affect the
Company's business and operations and that may cause actual results to differ materially from those in the forward - looking statements include, but are
not limited to, operating in a highly competitive industry; changes in the retail landscape or the loss
of key retail customers; the
Company's ability to maintain, extend and expand its reputation and brand image; the impacts
of the
Company's international operations; the
Company's ability to leverage its brand value; the
Company's ability to predict, identify and interpret changes in consumer preferences and demand; the
Company's ability to drive revenue growth in its key product categories, increase its market share, or add products; an impairment
of the carrying value
of goodwill or other indefinite - lived intangible assets; volatility in commodity, energy and other input costs; changes in the
Company's management team or other key personnel; the
Company's ability to realize the anticipated benefits from its cost savings initiatives; changes in relationships with significant customers and suppliers; the execution
of the
Company's international expansion strategy; tax law changes or interpretations; legal claims or other regulatory enforcement actions; product recalls or product liability claims; unanticipated business disruptions; the
Company's ability to complete or realize the benefits from potential and completed acquisitions, alliances, divestitures or joint ventures; economic and political conditions in the United States and in various other nations in which we operate; the volatility
of capital markets; increased pension, labor and people - related expenses; volatility in the market value
of all or a portion
of the derivatives we use; exchange rate fluctuations; risks associated with information technology and systems, including service interruptions, misappropriation
of data or breaches
of security; the
Company's ability to protect intellectual property rights; impacts
of natural events in the locations in which we or the
Company's customers, suppliers or regulators operate; the
Company's indebtedness and ability to pay such indebtedness; the
Company's ownership structure; the impact
of future sales
of its
common stock in the public markets; the
Company's ability to continue to pay a regular dividend; changes in laws and regulations; restatements
of the
Company's consolidated financial statements; and other factors.
The trading price
of our
common stock might also decline in reaction to events that affect other
companies in our industry even if these events do
not directly affect us.
It does
not discuss all aspects
of U.S. federal income taxation that may be relevant to particular holders in light
of their particular circumstances or to holders subject to special rules under the Code (including, but
not limited to, insurance
companies, tax - exempt organizations, financial institutions, broker - dealers, partners in partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes) that hold HP Co.
common stock, pass - through entities (or investors therein), traders in securities who elect to apply a mark - to - market method
of accounting, stockholders who hold HP Co.
common stock as part
of a «hedge,» «straddle,» «conversion,» «synthetic security,» «integrated investment» or «constructive sale transaction,» individuals who receive HP Co. or Hewlett Packard Enterprise
common stock upon the exercise
of employee
stock options or otherwise as compensation, holders who are liable for the alternative minimum tax or any holders who actually or constructively own 5 % or more
of HP Co.
common stock).
Rule 701 generally allows a stockholder who purchased shares
of our Class A
common stock pursuant to a written compensatory plan or contract and who is
not deemed to have been an affiliate
of our
company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions
of Rule 144.
The group incentive nature
of employee
stock ownership and profit sharing makes this an effective way to create and reinforce a sense
of common purpose, and to encourage higher commitment and productivity.23 It is also the case with ESOPs that the new ownership might
not be viewed by the firm in the same way as other added compensation because the ownership is financed through loans to buy new capital as
company stock, with Federal tax incentives, and the shares are
not paid as normal wages and benefits out
of company budget reserved for this purpose.
As long as PS Fund (along with any
of its Related Persons) does
not otherwise engage in (or has
not otherwise engaged in) conduct that would otherwise result in its becoming an Acquiring Person by becoming the Beneficial Owner
of 10 % or more
of the shares
of Common Stock then outstanding, PS Fund's solicitation and receipt
of one or more revocable proxies from the
Company's stockholders to be counted toward the number
of shares
of the outstanding
Common Stock needed to cause a special meeting
of stockholders to be called pursuant to and in accordance with the Bylaws, which proxies are given to PS Fund in response to a public solicitation
of proxies made pursuant to, and in accordance with, Section 14 (a)
of the Exchnage Act by means
of a solicitation statement filed with the Commission on Schedule 15A, should
not,
of itself, cause PS Fund to become an Acquiring Person.
In other words, Buffett has been a Bank
of America investor for years; he just didn't own the
company's
common stock until recently.
In the event that (i) the Board
of Directors proposes, recommends, approves or otherwise submits to the shareholders
of the
Company, for shareholder action, a Deemed Liquidation Event, and (ii) a Holder has
not received written notice from the holders
of a majority
of the shares
of Key Holder
Common Stock that such holders approve the Deemed Liquidation Event, then such Holder hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder against the Deemed Liquidation Event, to assert statutory dissenters» rights with respect to the Deemed Liquidation Event, and to take such other action in derogation of the Deemed Liquidation Event as shall be requested by the holders of a majority of the shares of Key Holder Common Stock in order to carry out the terms and provision of this Section
Stock that such holders approve the Deemed Liquidation Event, then such Holder hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares
of capital
stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder against the Deemed Liquidation Event, to assert statutory dissenters» rights with respect to the Deemed Liquidation Event, and to take such other action in derogation of the Deemed Liquidation Event as shall be requested by the holders of a majority of the shares of Key Holder Common Stock in order to carry out the terms and provision of this Section
stock of the
Company now or hereafter directly or indirectly owned
of record or beneficially by such Holder against the Deemed Liquidation Event, to assert statutory dissenters» rights with respect to the Deemed Liquidation Event, and to take such other action in derogation
of the Deemed Liquidation Event as shall be requested by the holders
of a majority
of the shares
of Key Holder
Common Stock in order to carry out the terms and provision of this Section
Stock in order to carry out the terms and provision
of this Section x.y..
In addition, cryptocurrencies are
not common stocks of companies and do
not trade on
stock exchanges.
It was Philip Fisher, author
of the groundbreaking
Common Stocks and Uncommon Profits, who often exhorted his readers to be cautious about trading in the
stock of a
company they have known for many years and come to understand well for one with which they are
not as familiar as it introduces different types
of risk.
Companies not only began using cash to buy back
common stock of their own
company, they began using cash to buy call options
of the
common stock of their own
company!
This only confirms the view that most
companies can
not sustain both a high dividend yield and 5 % repurchases
of common stock every year.
Avigen, Inc. (Nasdaq: AVGN), a biopharmaceutical
company, today confirmed that BVF Acquisition LLC, a wholly owned subsidiary
of Biotechnology Value Fund, L.P. (collectively, «BVF»), had commenced an unsolicited tender offer to purchase all
of the outstanding shares
of Avigen's
common stock that BVF does
not already own for $ 1.00 per share in cash.
Use
of company assets and generous
stock compensation is going to be
common for
companies with little cash flow but check to make sure it's
not excessive compared to competitors.
The Fund is non-diversified and mainly invests in
common stocks of United States
companies of any size, some, but
not all
of which, pay dividends.
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.
Preferred
Stocks: Preferred shareholders also share some degree
of ownership in a
company but they don't have the voting rights like
common shareholders.
For some reason, calculating rate
of return is very
common when someone is buying a
company, but
not very
common for individual investors buying
stocks.
Most US
companies, but
not all, have only one class
of common stock and each share is entitled to one vote.
Promoting
common stocks is probably
not a good use
of management time unless the
company is in need
of reasonably regular access to capital markets, especially equity markets.
The lower volatility
of preferred
stocks may look attractive, but it cuts both ways: Preferreds aren't as sensitive to a
company's losses, but they will
not share in a
company's success to the same degree as
common stock.
Such growth seems a good prospect, based
not only on the long - term track records
of the
companies in various TAM portfolios but, more importantly, assuming that the independent appraisals represent reasonable estimates
of future cash flows for existing properties, then future cash flows should be relatively large compared to the current discount market prices for the relevant
common stocks.
Although the rule
of thumb is that a
company won't go public, and probably can't go public, if a
common stock issue can be priced only at or below private business value, once a typical, private
company does go public, it ordinarily does so at a price which represents
not only a substantial premium over private business value but, more importantly, also represents a meaningful discount, usually based on comparative analysis spread sheets, from anticipated market prices for the new issue.
TAVF goes out
of its way to acquire the
common stocks of companies that either don't need access to capital markets, or are so financially strong, that the managements completely control the timing
of when the corporation ought to access capital markets.
However, very little is really voiced by G&D as to how secondary situations and workout situations ought to be analyzed, compared with their views on how to analyze the securities
of primary
companies, other than to state that secondary
common stocks should
not be acquired except at prices
of two - thirds or less
of underlying value.
A large quantity
of current assets, especially if they consist
of inventories, costs in excess
of billings, or receivables from less than creditworthy customers, probably can
not help the
common stock of a
company which can
not meet its obligations to its creditors.
Neither
of these conditions pertains to TAVF, which invests only in the
common stocks of very well - capitalized
companies; also, TAVF does
not borrow funds.
1) pays a fixed dividend rate
of at least 6.5 %; 2) Become callable five years after IPO; 3) Pays dividends quarterly; 4) Be rated «investment grade» by Moody's Investors Service; 5) Be issued by a
company that has a perfect track record
of never having suspended the dividend payments on a preferred
stock (and these are mostly decades old, multibillion dollar
companies); 6) Have a «cumulative» dividend obligation; 7) Be issued by a U.S.
company; 8)
Not be convertible to
common stock in the future; 9) Have easy (online) access to the prospectus at IPO; and 10) Have an initial share value (par)
of $ 25.00.
Further research by Tweedy, Browne has indicated that
companies satisfying the net current asset criterion have
not only enjoyed superior
common stock performance over time but also often have been priced at significant discounts to «real world» estimates
of the specific value that stockholders would probably receive in an actual sale or liquidation
of the entire corporation.
Where preferred
stocks differ from
common stocks is that they do
not participate in the growth in value
of the
company.
Companies not only began using cash to buy back
common stock of their own
company, they began using cash to buy call options
of the
common stock of their own
company!
All warrants to purchase shares
of Company's
common stock which by their terms will survive the merger and which have
not been cancelled prior to the merger will be assumed by OXiGENE, but will be converted into and become warrants to purchase shares
of OXiGENE
common stock on terms substantially identical to those in effect prior to the merger, except that the number
of shares purchasable and exercise price shall be adjusted as set forth in such assumed warrants.
Not accept any form
of compensation from the
Company other than the appreciation
of my 5 % ownership interest in the TBAC
common stock and a 25,000 fee for expenses related to meetings.
HAUPPAUGE, N.Y. --(BUSINESS WIRE)-- TSR, INC., (NASDAQ: TSRI) a provider
of computer programming consulting services, announced today that it received notice from The NASDAQ
Stock Market stating that for 30 consecutive business days the Company's common stock had not maintained a minimum market value of publicly held shares («MVPHS») of $ 5,000,000 as required for continued inclusion on the Nasdaq Global Ma
Stock Market stating that for 30 consecutive business days the
Company's
common stock had not maintained a minimum market value of publicly held shares («MVPHS») of $ 5,000,000 as required for continued inclusion on the Nasdaq Global Ma
stock had
not maintained a minimum market value
of publicly held shares («MVPHS»)
of $ 5,000,000 as required for continued inclusion on the Nasdaq Global Market.
The
company is very efficient in using up all the cash it has and it is
not necessarily for the cause
of paying dividends to the shareholders (current yield, 1.2 %) or buying back
common stock (net purchase in last 10 years = zero).
(TAVF tends
not to invest in the
common stocks of such
companies.)
It seeks to invest in the
common stocks of companies that have excellent prospects for increasing NAV by
not less than 10 %, per annum, compounded over the next three to seven years.
Selling add - on issues
of common stock is a very dicey game for most managements whose
companies are
not benefiting from the presence
of speculative bubbles such as existed in 1998 and 1999.
The market value
of all securities, including
common and preferred
stocks, is based upon the market's perception
of value and
not necessarily the book value
of an issuer or other objective measures
of a
company's worth.
Yes, listed
companies aren't perfect either — but at least on an exchange, over-hyped
stocks (with rapacious & duplicitous management) tend to be far easier to spot & avoid — at least for investors with a modicum
of common sense.