-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.
So far, in the twenty - year history of TAM, the TAM analysts seem to have done a pretty good job of buying
into the common stocks of companies with growing NAVs, the severe business recessions that occurred during this period notwithstanding.
Not exact matches
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.
Upon the consummation
of the initial public offering contemplated by the
Company, all
of the outstanding shares
of convertible preferred
stock will automatically convert
into shares
of common stock.
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.
Upon the consummation
of the initial public offering contemplated by the
Company, all
of the outstanding shares
of convertible preferred
stock will automatically convert
into shares
of Class B
common stock.
Multiple Capital Structure - The separation
of a
company's
common stock into multiple classes, such as class A, and class B.
What makes these bonds «convertible» is that the holder
of the bond has the right to convert it
into shares
of the
company's
common stock.
In contemplation
of the
Company's initial public offering, the
Company has presented unaudited pro forma basic and diluted net loss per share
of common stock, which has been calculated assuming the conversion
of all series
of the
Company's convertible preferred
stock (using the as - if converted method)
into shares
of common stock as though the conversion had occurred as
of the beginning
of the period or the original date
of issuance, if later.
The
Company has entered
into restricted
stock purchase agreements with certain founders and employees for the issuance
of up to 16,084,442 shares
of restricted
common stock in exchange for services.
In September 2013, the
Company entered
into a
common stock purchase agreement with an affiliate
of AT&T covering the sale and issuance
of 780,539 shares
of the
Company's
stock for a nominal amount
of consideration (AT&T is listed as Customer E in Note 2).
On July 23, 2014, we entered
into an Amended and Restated Investors» Rights Agreement, or IRA, with certain holders
of our
common stock and the holders
of our outstanding convertible preferred
stock, including Yahoo!, Teradata, entities affiliated with Benchmark and Index Ventures and Hewlett - Packard
Company, which each hold more than five percent
of our outstanding capital
stock.
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).
The unaudited pro forma information as
of March 31, 2015 presents the
Company's stockholders» equity as though all
of the
Company's redeemable convertible preferred
stock outstanding had automatically converted
into shares
of common stock upon the completion
of a qualifying initial public offering («IPO»)
of the
Company's
common stock.
Upon closing
of the proposed transaction all
of the issued and outstanding shares
of capital
stock of MoPub, and all equity awards to purchase shares
of MoPub
common stock held by individuals who will continue to provide service to the
Company, will be converted
into the right to receive an aggregate
of 14.8 million shares
of the
Company's
common stock.
The unaudited pro forma basic and diluted net loss per share have been computed to give effect to the conversion
of the
Company's redeemable convertible preferred
stock and warrants (using the if - converted method)
into common stock and
common stock warrants, respectively.
All
of the allowed claims attributable to the prepetition high yield bonds issued by the
Company were converted
into new
common stock as set forth in the plan
of reorganization.
The Preferred
Stock is initially convertible
into 2,000,000 shares
of the
Company's
Common Stock, based on a conversion price
of $ 1.50 per share.
SACRAMENTO, California, September 14, 2017 / PRNewswire / — RiceBran Technologies (NASDAQ: RIBT and RIBTW)(the «
Company» or «RBT»), a global leader in the production and marketing
of value - added products derived from rice bran, announced today that Continental Grain
Company, one
of the oldest food and agribusiness
companies in the world, has entered
into an agreement to purchase 2.7 million shares
of RiceBran Technologies
common stock from the
Company for $ 2.9 million.
The equity component consists
of $ 2 million
of Series «G» convertible preferred
stock (the «Preferred Stock») convertible into 1,897,983 shares of the Company's Common Stock, based on a conversion price of $ 1.05375 per s
stock (the «Preferred
Stock») convertible into 1,897,983 shares of the Company's Common Stock, based on a conversion price of $ 1.05375 per s
Stock») convertible
into 1,897,983 shares
of the
Company's
Common Stock, based on a conversion price of $ 1.05375 per s
Stock, based on a conversion price
of $ 1.05375 per share.
The Preferred
Stock shall be convertible
into 2,000,000 shares
of the
Company's
Common Stock, based on a fixed conversion price
of $ 1.50 per share.
To achieve long - term returns through capital growth by investing primarily in
common stocks, or investments that can be converted
into common stocks,
of large
companies listed on major U.S. exchanges and that are located in the United States.
What makes these bonds «convertible» is that the holder
of the bond has the right to convert it
into shares
of the
company's
common stock.
A large part
of Company B's modus operandi is to engage in massive asset redeployments, including acquisitions and going
into new lines
of business, massive liability and net worth redeployments (including
common stock repurchases), management changes and taking advantage
of attractive pricing in capital markets.
Convertibility As with convertible bonds, preferreds can often be converted
into the
common stock of the issuing
company.
The Preferred
Stock has an initial stated value
of $ 1,080 and is convertible
into shares
of the
Company's
Common Stock at a conversion price equal to the lesser
of (a) $ 1.22, subject to certain adjustments, and (b) 87.5 %
of the lowest volume weighted average price
of the
Company's
Common Stock during the ten trading days ending on, and including, the date
of the notice
of conversion.
Essentially, convertible bonds are corporate bonds that can be converted by the holder
into the
common stock of the issuing
company.
Each share
of Class A
Common Stock issued and outstanding immediately prior to the Effective Date was converted, as
of the Effective Date,
into the right to receive $ 3.075 per share, less any required withholding taxes, plus a contingent right to receive an additional pro rata cash amount if RISCORP recovers any amounts in connection with the litigation currently pending against Zenith Insurance
Company and Arthur Andersen LLP.
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.
The warrants feature full anti-dilution protection, including preservation
of the right to convert
into the same percentage
of the fully - diluted shares
of the
Company's
common stock that would be outstanding on a pro forma basis giving effect to the issuance
of the shares underlying the warrants at all times, and «full - ratchet» adjustment to the exercise price for future issuances (in each case, subject to certain exceptions), and adjustments to compensate for all dividends and distributions.»
Owners
of common stocks also receive a vote for every share they own which come
into play during shareholder meetings where things like board
of director elections are held and other
company business is decided.
Companies can: Reinvest its earnings back
into the business, Buyback some
of its
common stock, or Pay a dividend.
If the offering is consummated with net proceeds
of $ 1 billion and at least $ 2 billion aggregate principal amount
of the Convertible Notes are converted
into Class A
common stock, the
company expects its overall indebtedness would be reduced by approximately $ 3 billion.