While I am confidant that the stock isn't going to immediately tank, the fact that
each majority stock holders (board members) are reducing their holdings by half using the IPO is worrying me, even though the stocks are held in escrow until EOFY 2016.
Not exact matches
Because of the ten - to - one voting ratio between our Class B and Class A common
stock, the
holders of our Class B common
stock collectively will hold more than a
majority of the combined voting power of our common
stock upon the completion of our initial public offering, and therefore such
holders will be able to control all matters submitted to our stockholders for approval.
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.
At any meeting at which a quorum has been established, the affirmative vote of the
holders of a
majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of EY as Walmart's independent accountants for fiscal 2016; (ii) the adoption of a non-binding advisory resolution to approve the compensation of the company's NEOs; (iii) the approval of the
Stock Incentive Plan of 2015; and (iv) the adoption of each of the shareholder proposals.
The affirmative vote of the
majority of the votes cast by
holders of our common
stock present in person or represented by proxy at the Annual Meeting will be required to approve the amendment of the 2004 Plan, provided that the total votes cast on the proposal represent over 50 % of the outstanding
stock entitled to vote on the proposal.
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).
For example, if we were to make a distribution of cash to the
holders of Class C common
stock but not make a cash distribution or make a distribution of
stock instead of cash to the
holders of Class A common
stock and Class B common
stock, the
holders of a
majority of Class A common
stock and Class B common
stock, voting together as a single class, would be required to approve that dividend or distribution.
distribution, the
holders of a
majority of Class A common
stock could defeat that dividend or distribution.
The Series FP automatically converts to Class B common
stock on the affirmative election of the
holders of a
majority of the outstanding shares of the Series FP.
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 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..
Control of the
majority of a company's
stock typically allows the
holder to elect the
majority of the board of directors.
Holders of our Class A Common
Stock which represented a majority of the voting power of our outstanding capital stock as of the Record Date, have executed a written consent in favor of the actions described above and have delivered it to us on September 22, 2009, the Consent
Stock which represented a
majority of the voting power of our outstanding capital
stock as of the Record Date, have executed a written consent in favor of the actions described above and have delivered it to us on September 22, 2009, the Consent
stock as of the Record Date, have executed a written consent in favor of the actions described above and have delivered it to us on September 22, 2009, the Consent Date.
BBEP's is a beautifully intricate story in which the oil crash, the market crash, an angry
majority shareholder, a convenient bank loan covenant, 5 years of hedged production, and the fleeing of dividend - loving
stock holders combined to create the easiest purchasing decision I've ever made!
The liquidation will not be put to a shareholder vote as «the affirmative vote of
holders of a
majority of all outstanding shares of our Class A Common
Stock is required.
Statistics from
stock and crypto market shows us that
majority of long - term
holders will fail to identify the best sell price and will wait until they have lost about 75 % of their initial investment to sell.