RESOLVED: Shareholders request that our Board take all practicable steps in its control toward initiating and adopting a recapitalization plan
for all outstanding stock to have one vote per share.
Not exact matches
The number of shares Coke will grant as a percentage of total
outstanding stock will be no more than 0.8 percent in 2015 and an average of 0.4 percent
for the remainder of the 10 - year plan.
It plans a special shareholder meeting to get approval
for a reverse
stock split that would aim to exchange
outstanding shares
for a smaller number of consolidated shares, with a price in the range of C$ 10 to $ 20 each.
Under the terms of the agreement, a subsidiary of HPE will commence a tender offer to purchase any and all of the
outstanding shares of Nimble common
stock for $ 12.50 per share in cash.
This number is calculated using the share counting rules described in Sections 5 (a) and 5 (b) of the 2014 Plan and includes the number of shares available
for new award grants under the 2014 Plan out of the 385 million shares authorized by shareholders upon adoption of the 2014 Plan; the number of shares available
for new award grants under the 2003 Employee
Stock Plan (the «2003 Plan») on the date that shareholders approved the 2014 Plan; the number of shares subject to outstanding stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1 stock sp
Stock Plan (the «2003 Plan») on the date that shareholders approved the 2014 Plan; the number of shares subject to
outstanding stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1 stock sp
stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to
outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted
for the 7 -
for - 1
stock sp
stock split).
Echelon is now focusing its growth on «smart» commercial & municipal LED lighting (although its fab-less chip business has apparently now stabilized after a long decline), and if the lighting business accelerates (and it could, due to recent sales force hires and new products), I think there's a chance it can hit a break - even annualized revenue run - rate of $ 40 million by Q4 - 2019 (pushed back from my earlier hoped -
for timeline) at which point — assuming $ 14 million of remaining net cash (vs. an estimated $ 18 million at the end of Q2 2018) and 4.7 million shares
outstanding (vs 4.52 million today), an enterprise value of 1x revenue on this 53 % gross margin company would put the
stock in the mid - $ 11s per share.
In no case, except due to an adjustment to reflect a
stock split or other event referred to under «Adjustments» below, and except
for any repricing that may be approved by shareholders, will the plan administrator (1) amend an
outstanding stock option or
stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an
outstanding stock option or
stock appreciation right in exchange
for cash or other awards
for the purpose of repricing the award, (3) cancel, exchange, or surrender an
outstanding stock option or
stock appreciation right in exchange
for an option or
stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.
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?
If,
for example, our existing shareholders retain a significant portion of their holdings of Class B common
stock for an extended period of time, they could, in the future, continue to control a majority of the combined voting power of our
outstanding capital
stock.
Accordingly, our approximately 25,050,954
outstanding awards (not including awards under our employee
stock purchase plan) plus 25,865,562 Shares available for future grant under our equity plans (not including under our employee stock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang&raq
stock purchase plan) plus 25,865,562 Shares available
for future grant under our equity plans (not including under our employee
stock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang&raq
stock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common
Stock outstanding (commonly referred to as the «overhang&raq
Stock outstanding (commonly referred to as the «overhang»).
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...
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.
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 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 offering.
(e) As of the date hereof, (i) 294,670 shares of Series A-4 Preferred
Stock are reserved
for issuance upon the exercise of
outstanding warrants to purchase shares of Series A-4 Preferred
Stock (the «Series A-4 Warrants»), and (ii) 40,000 shares of Common
Stock are reserved
for issuance
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 offering.
Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods, the expiration or waiver of the market standoff agreements and lock - up agreements referred to above, and applicable volume restrictions and other restrictions that apply to affiliates, the shares of our capital
stock issued upon exercise of
outstanding options to purchase shares of our Class A common
stock will be available
for immediate resale in the United States in the open market.
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.
In August 2006, the Company completed a two -
for - one
stock split, which doubled the number of common shares
outstanding.
Under the terms of the exchange offer, Intimate Brands shareholders are entitled to receive 1.10 shares of L Brands common
stock in a tax - free exchange
for each
outstanding share of Intimate Brands Class A common
stock tendered.
On December 31, 2009, the Company had 5.18 billion
outstanding shares of common
stock, and approximately 734 million shares reserved
for issuance
for outstanding convertible preferred
stock, the warrant issued in connection with the TARP CPP investment, dividend reinvestment, deferred compensation plans, long - term incentive compensation awards, and in connection with employee benefit plans.
Because the restricted shares are accounted
for as options, the Notes are not recorded in the accompanying consolidated balance sheets, the shares are excluded in the totals
for common
stock outstanding as of April 30, 2012 and 2013 and December 31, 2013, and compensation cost is recognized over the requisite service period with an offsetting credit to additional paid - in capital.
Indeed, the
stock of local currency government debt securities
outstanding for a representative sample of Asian markets has increased five-fold over the past 15 years (it's hard to go back much further).
As of March 31, 2014, we had
outstanding options to purchase an aggregate of LLC Units that are exchangeable on a one -
for - one basis
for shares of our Class A common
stock and LLC Units issuable upon the vesting of RSUs that are exchangeable on a one -
for - one basis
for shares of our Class A common
stock issuable upon the vesting of RSUs.
(6) Regardless of the terms of any agreement evidencing an Incentive Award, the Committee shall have the right to substitute
stock appreciation rights for outstanding Options granted to any Participant, provided the substituted stock appreciation rights call for settlement by the issuance of shares of Common Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights
for outstanding Options granted to any Participant, provided the substituted
stock appreciation rights call for settlement by the issuance of shares of Common Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights call
for settlement by the issuance of shares of Common
Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
Stock, and the terms of the substituted
stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights and economic benefit of such substituted
stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being repl
stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being replaced.
DALLAS, Oct. 7, 2015 / PRNewswire / — NexPoint Credit Strategies Fund (the «Fund»)(NYSE: NHF) effected its 1 -
for - 4 reverse
stock split of the Fund's issued and
outstanding shares on October 6, 2015.
DALLAS, March 2, 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 that it will commence a voluntary tender offer on or about March 2, 2018 (the «Tender Offer»)
for up to 2.5 % of its
outstanding common
stock («Shares»).
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...
DALLAS, Sept. 30, 2015 / PRNewswire / — NexPoint Credit Strategies Fund (the «Fund»)(NYSE: NHF) today announced its Board of Trustees has approved a 1 -
for - 4 reverse
stock split of the Fund's issued and
outstanding shares to take effect on October 6, 2015.
Notwithstanding the authority of the committee under the Plan, except in connection with any corporate transaction involving Walmart, the terms of
outstanding plan awards may not be amended to reduce the exercise price of
outstanding stock options or
stock appreciation rights or cancel
outstanding stock options or
stock appreciation rights in exchange
for cash, other plan awards or
stock options or
stock appreciation rights with an exercise price that is less than the exercise price of the original
stock options or
stock appreciation rights without the prior approval of Walmart stockholders.
(5) Except in connection with a corporate transaction involving the Company (including, without limitation, any
stock dividend,
stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split - up, spin - off, combination, or exchange of shares), the terms of
outstanding awards may not be amended to reduce the exercise price of
outstanding Options or
stock appreciation rights or cancel
outstanding Options or
stock appreciation rights in exchange
for cash, other awards or Options or
stock appreciation rights with an exercise price that is less than the exercise price of the original Options or
stock appreciation rights without stockholder approval.
* ARCONIC INC - DECLARED DIVIDEND OF 6 CENTS PER SHARE ON
OUTSTANDING COMMON
STOCK OF COMPANY Source text
for Eikon: Further company coverage:
House Financial Services Chairman Jeb Hensarling (R - Texas) wants to require anyone seeking to put a proposal on the corporate ballot to hold a minimum of 1 percent of a company's
outstanding stock for three years.
on a pro forma basis, giving effect to (i) the automatic conversion of all of our
outstanding shares of convertible preferred
stock other than Series FP preferred
stock into shares of Class B common
stock and the conversion of Series FP preferred
stock into shares of Class C common
stock in connection with our initial public offering, (ii)
stock - based compensation expense of approximately $ 1.1 billion associated with
outstanding RSUs subject to a performance condition
for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value of our common
stock as of December 31, 2016, as we intend to issue shares of Class A common
stock and Class B common
stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A common
stock and 5.5 million shares of Class B common
stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
Consists of 293,638,510 shares of Class A common
stock, 79,034,360 shares of Class B common
stock, and 215,887,848 shares of Class C common
stock held by our current directors and executive officers, 3,373,332 shares of Class A common
stock and 3,373,332 shares of Class B common
stock issuable under
outstanding stock options exercisable within 60 days of December 31, 2016, and RSUs
for 3,609,706 shares of Class A common
stock and RSUs
for 3,501,718 shares of Class B common
stock which are subject to vesting conditions expected to occur within 60 days of December 31, 2016.
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;
No participant will have the right to purchase shares of our Class A common
stock in an amount, when aggregated with purchase rights under all our employee
stock purchase plans that are also in effect in the same calendar year, that have a fair market value of more than $ 25,000, determined as of the first day of the applicable purchase period,
for each calendar year in which that right is
outstanding.
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our
outstanding shares of convertible preferred
stock other than Series FP preferred
stock into shares of Class B common
stock and the conversion of Series FP preferred
stock into shares of Class C common
stock in connection with our initial public offering, (ii)
stock - based compensation expense of approximately $ 1.1 billion associated with
outstanding RSUs subject to a performance condition
for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per share, which is the fair value of our common
stock as of December 31, 2016, as we intend to issue shares of Class A common
stock and Class B common
stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A common
stock and 5.5 million shares of Class B common
stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
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..
The number of shares of our Class A common
stock outstanding after this offering as shown in the tables above is based on the number of shares
outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common
stock reserved
for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common
stock issuable upon the exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation --
The pro forma stockholders» equity presents our stockholders» equity as though all of the convertible preferred
stock outstanding automatically converted into shares of common
stock on a 1
for 1 basis, except
for the Series C convertible preferred
stock which is convertible on a 1
for 1.05 basis (see Note 6), upon completion of a qualifying initial public offering.
The number of shares of our Class A common
stock outstanding after this offering as shown in the tables above is based on the number of shares
outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common
stock reserved
for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common
stock issuable upon the exercise of options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described
For nonstatutory
stock options and incentive
stock options granted to employees who do not own more than 10 % of the voting power of all classes of our
outstanding stock, the exercise price must equal at least 100 % of the fair market value.
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.
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 offering.
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.
Adjusted pro forma net income represents net income attributable to Shake Shack Inc. assuming the full exchange of all
outstanding SSE Holdings, LLC membership interests («LLC Interests»)
for shares of Class A common
stock, adjusted
for certain non-recurring items that management believes do not directly reflect their core operations.
In addition, of the shares of our common
stock that were subject to
stock options
outstanding as of, 2015, options to purchase shares of common
stock were exercisable as of, 2015 and will be eligible
for sale 180 days following the effective date of this offering, or Rules 144 or 701 under the Securities Act, as applicable.