Sentences with phrase «common stockholders in»

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A participating preferred stock enables an investor to first get a return of its dollar - for - dollar investment as a preference payment, before anyone else gets a single dollar, and then to continue to participate in the distribution of the remaining proceeds as a common stockholder based on its ownership percentage.

Once the investor has reached that ceiling, he can no longer share in the remaining payment distributions with the common stockholders.

The San Francisco - based company said in a regulatory filing on Friday it would sell 25.7 million Class A common shares, while selling stockholder Start Small Foundation, a charitable fund created by Dorsey, would sell about 1.35 million.

At closing Starwood stockholders will receive 0.8 shares of Marriott common stock plus $ 21.00 in cash for each share of Starwood common stock.

Components include common stock, paid - in - capital (amounts invested not involving a stock purchase) and retained earnings (cumulative earnings since inception of the business less dividends paid to stockholders).

Under the terms of the merger agreement, Dell stockholders will receive $ 13.75 in cash for each share of Dell common stock they hold, plus payment of a special cash dividend of $ 0.13 per share to stockholders of record as of the close of business on Oct. 28, 2013, for total consideration of $ 13.88 per share in cash.

These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or to change our management and Board of Directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

Following the expiration of the lock - up agreements referred to above, stockholders owning an aggregate of up to shares of our Class B common stock can require us to register shares of our capital stock owned by them for public sale in the United States.

While common stockholders are afforded certain voting rights, economic participation in the event of a liquidity event or declaration of dividends is subordinate to creditor and preferred shareholder cash distributions.

Reflecting these initiatives, the net loss applicable to OnDeck common stockholders, which included a $ 3.2 million severance charge, decreased to $ 1.5 million in the second quarter of 2017, an improvement of more than $ 16 million from the prior year quarter.

If you are a stockholder of record and you submit your proxy to us, you direct certain of our officers to vote your shares of Tesla common stock in accordance with the voting instructions in your proxy.

q Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders — April 26, 2016 Virginia M. Rometty, Martin J. Schroeter, Michelle M. Browdy and Christina M. Montgomery, or any of them with the power of substitution, are hereby appointed Proxies of the undersigned to vote all common stock of International Business Machines Corporation owned on the record date by the + undersigned at the Annual Meeting of Stockholders to be held in the Savannah International Trade & Convention Center, One International Drive, Hutchinson Island, Savannah, Georgia 31402, at 10 a.m. on Tuesday, April 26, 2016, or any adjournment or postponement thereof.

In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of granIn August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of granin stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of grant.

In addition, investors purchasing shares of our Class A common stock from us in this offering will have contributed % of the total consideration paid to us by all stockholders who purchased shares of our Class A common stock, in exchange for acquiring approximately % of the outstanding shares of our Class A common stock as of, 2015, after giving effect to this offerinIn addition, investors purchasing shares of our Class A common stock from us in this offering will have contributed % of the total consideration paid to us by all stockholders who purchased shares of our Class A common stock, in exchange for acquiring approximately % of the outstanding shares of our Class A common stock as of, 2015, after giving effect to this offerinin this offering will have contributed % of the total consideration paid to us by all stockholders who purchased shares of our Class A common stock, in exchange for acquiring approximately % of the outstanding shares of our Class A common stock as of, 2015, after giving effect to this offerinin exchange for acquiring approximately % of the outstanding shares of our Class A common stock as of, 2015, after giving effect to this offering.

Shares sold by the selling stockholder in this offering will become Class A common stock upon such sale.

The Board determined to adopt a «net long» definition of ownership because it believes that only stockholders with full and continuing economic interest and voting rights in our common stock should be entitled to request that the Company call a special meeting.

Stockholders sharing an address whose shares of common stock are held by such entities, who now receive multiple copies of our proxy materials and who wish to receive only one copy of these materials per household, should contact their brokerage firm, bank, or other similar entity to request that only one set of these materials be delivered in the future.

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.

The number of shares of the Company's authorized common stock was last increased in 2001, when the stockholders approved an amendment to the Certificate of Incorporation to increase the authorized common stock from 4 billion to 6 billion shares.

In addition, investors purchasing shares of our Class A common stock from us in this offering will have contributed 29.8 % of the total consideration paid to us by all stockholders who purchased shares of our common stock, in exchange for acquiring approximately 8.4 % of the outstanding shares of our Class A common stock as of September 30, 2015, after giving effect to this offerinIn addition, investors purchasing shares of our Class A common stock from us in this offering will have contributed 29.8 % of the total consideration paid to us by all stockholders who purchased shares of our common stock, in exchange for acquiring approximately 8.4 % of the outstanding shares of our Class A common stock as of September 30, 2015, after giving effect to this offerinin this offering will have contributed 29.8 % of the total consideration paid to us by all stockholders who purchased shares of our common stock, in exchange for acquiring approximately 8.4 % of the outstanding shares of our Class A common stock as of September 30, 2015, after giving effect to this offerinin exchange for acquiring approximately 8.4 % of the outstanding shares of our Class A common stock as of September 30, 2015, after giving effect to this offering.

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.

Following the expiration of the lock - up agreements referred to above, stockholders owning an aggregate 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) can require us to register shares of our capital stock owned by them for public sale in the United States.

The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval of our stockholders, make any change to the LTICP that increases the total amount of common stock which may be awarded (except to reflect changes in capitalization), increases the individual maximum award limits (except to reflect changes in capitalization), changes the class of team members or directors eligible to participate, extends the duration of the LTICP, reduces the exercise price of or reprices outstanding stock options or stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse of restrictions for restricted stock or RSRs, or otherwise amends the LTICP in any manner requiring stockholder approval by law or under the NYSE listing requirements.

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).

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.

the Company's significant strategic accomplishments in 2011, including returning $ 5.0 billion to stockholders in the form of a 140 % common stock dividend increase and repurchasing 86 million common shares, successfully completing the Wachovia merger integration, and implementing the Company's expense management and efficiency initiative; and

The New York City Employees» Retirement System; the New York City Fire Department Pension Fund; the New York City Teachers» Retirement System; the New York City Police Pension Fund; and the New York Board of Education Retirement System, as joint filers (NYC Retirement System), c / o The City of New York, Officer of the Comptroller, 633 Third Avenue, 31st Floor, New York, New York 10017, which in the aggregate held 12,707,578 shares of common stock on November 15, 2011, the New York State Common Retirement Fund, whose address is the same as that of the NYC Retirement System, which held 19,560,008 shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual mecommon stock on November 15, 2011, the New York State Common Retirement Fund, whose address is the same as that of the NYC Retirement System, which held 19,560,008 shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual meCommon Retirement Fund, whose address is the same as that of the NYC Retirement System, which held 19,560,008 shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual mecommon stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual mecommon stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual meeting.

In 2011, we distributed $ 5.0 billion to stockholders through share repurchases and common stock dividends, including increasing the common stock dividend rate 140 % from 2010, and repurchasing 86 million common shares.

Dividend increase Realty Income — April 2018 This week Realty Income (O) announced a 0.2 % increase in its monthly dividend for common stockholders.

Yesterday Procter & Gamble (PG) announced a 4.0 % increase in its quarterly dividend for common stockholders.

Of these shares, all shares of common stock sold in this offering by us and the selling stockholders, plus any shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,» as that term is defined in Rule 144 under the Securities Act.

We will not receive any of the proceeds from the sale of Class A common stock in this offering by the selling stockholders.

Based on shares outstanding as of December 31, 2016, on the closing of this offering, we will have outstanding a total of shares of Class A common stock, shares of Class B common stock, and shares of Class C common stock, assuming no exercise of outstanding options, and after giving effect to the conversion of all outstanding shares of our preferred stock into shares of Class B common stock on the closing of this offering and the sale of Class A common stock by the selling stockholders in this offering.

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 remeasuremenIn 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 remeasuremenin 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.

In addition, following this offering, purchasers in the offering will have contributed % of the total consideration paid by our stockholders to purchase shares of common stock, in exchange for acquiring approximately % of our total outstanding shares as of September 30, 2009 after giving effect to this offerinIn addition, following this offering, purchasers in the offering will have contributed % of the total consideration paid by our stockholders to purchase shares of common stock, in exchange for acquiring approximately % of our total outstanding shares as of September 30, 2009 after giving effect to this offerinin the offering will have contributed % of the total consideration paid by our stockholders to purchase shares of common stock, in exchange for acquiring approximately % of our total outstanding shares as of September 30, 2009 after giving effect to this offerinin exchange for acquiring approximately % of our total outstanding shares as of September 30, 2009 after giving effect to this offering.

If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in «street name,» and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares.

If our existing stockholders, including employees and service providers who obtain equity, sell, or indicate an intention to sell, substantial amounts of our Class A common stock in the public market after the lock - up and legal restrictions on resale discussed in this prospectus lapse, the trading price of our Class A common stock could decline.

Upon completion of this offering, stockholders owning an aggregate of shares will be entitled, under contracts providing for registration rights, to require us to register shares of our common stock owned by them for public sale in the United States.

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.

In addition, following this offering, purchasers in the offering will have contributed % of the total consideration paid by our stockholders to purchase shares of common stocIn addition, following this offering, purchasers in the offering will have contributed % of the total consideration paid by our stockholders to purchase shares of common stocin the offering will have contributed % of the total consideration paid by our stockholders to purchase shares of common stock.

We have entered into a sixth amended and restated stockholders» agreement, dated as of April 20, 2010, with holders of our preferred stock and certain holders of our common stock, including some of our directors, executive officers and holders of more than five percent of our voting securities and their affiliates, pursuant to which the holders of preferred stock have a right of purchase and co-sale in respect of sales of securities by our founders and common stockholders party to the agreement.

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.

However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of our company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares of Class A common stock held by stockholders.

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.

HP Co. stockholders will receive cash in lieu of any fractional shares of Hewlett Packard Enterprise common stock that they would have received after application of this distribution ratio.

Stockholders sharing an address whose shares of our common stock are held by such an entity should contact such entity if they now receive (1) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (2) a single copy of our proxy materials or notice and wish to receive separate copies of these materials in the future.

Our principal stockholders, funds affiliated with or related to Cyrus Capital Partners, L.P. (which we refer to in this prospectus collectively as «Cyrus Capital») and affiliates of Virgin Group Holdings Limited (which we refer to in this prospectus collectively as the «Virgin Group»), as selling stockholders, have granted the underwriters an option to purchase up to additional shares of common stock at the initial public offering price less the underwriting discount solely to cover overallotments.

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.

For example, this concentration of ownership could delay or prevent a change in control or otherwise discourage a potential acquirer from attempting to obtain control of us, which in turn could cause the trading price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock.