Sentences with phrase «of holders of common stock»

This would mean that an increase in the Class A stock would require a vote of the holders of Class A stock and an increase in Common stock would require a vote of the holders of Common stock.

The company (and founders) will want to minimize the number of holders of common stock that need to be subject to the ROFR / Co-sale.

Not exact matches

Preferred stock is better than common stock, because holders of preferred stock receive preferential treatment in the event of a liquidation of the business.

That's because one of the advantages of owning preferred stock is that preferred stock holders get their money back before «common» stock - holders in the case of a fire sale.

Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our common stock.

-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.

If such holder participates in the next Qualified Financing but not to the full extent of its pro rata share, then only a percentage of its Series A Preferred Stock will be converted into Common Stock (under the same terms as in the preceding sentence), with such percentage being equal to the percent of its pro rata contribution that it failed to contribute.]

Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock.

If you are a holder of Alphabet Class A or Class B common stock as of the Record Date, you are requested to vote on the items of business described in this proxy statement.

Thus, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us.

This discussion is limited to non-U.S. holders who purchase our Class A common stock issued pursuant to this offering and who hold our Class A common stock as a «capital asset» within the meaning of Section 1221 of the Code (generally, property held for investment).

Such conversions of Class B common stock to Class A common stock upon transfer will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

The following table presents the beneficial ownership of our common stock as of February 22, 2010 by one holder of more than 5 % of our common stock, each of our directors and listed officers, and all of our directors and executive officers as a group.

Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes.

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.

III (NYSE American: HCAC.U)(the «Company») announced today that holders of the Company's units may elect to separately trade the common stock and warrants underlying the units commencing August 1, 2017.

Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock.

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.

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 proxy holders (that is, the persons named as proxies on the proxy card) will vote your shares of Common Stock in accordance with your instructions at the Annual Meeting (including any adjournments or postponements thereof).

Future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions.

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.

These holders of our Class B common stock may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

A mutual fund custodian usually maintains and holds all records, sales redemptions and trades of the share holders... A mutual fund custodian may but not always, act as the mutual fund transaction agent... Since a mutual fund is basically a pool of several funds and not one common stock, it's essential that a 3rd party is involved to maintain, and oversee the funds operations...

After the completion of this offering, the holders of up to 248,396,604 shares of our 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) will be entitled to certain rights with respect to the registration of such shares under the Securities Act.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future.

This discussion assumes that a non-U.S. holder holds shares of our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

The Company's issuance of shares of common stock, including the additional shares that will be authorized if the proposal is adopted, may dilute the equity ownership position of current holders of common stock and may be made without stockholder approval, unless otherwise required by applicable laws or NYSE regulations.

On April 23, 2018, TD Ameritrade declared a $ 0.21 per share quarterly cash dividend, payable on May 22, 2018 to all holders of record of common stock as of May 8, 2018

After the completion of this offering, the holders 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) will be entitled to certain «piggyback» registration rights.

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.

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).

BETHESDA, Md., Oct. 25, 2011 / PRNewswire / — Marriott International, Inc. (NYSE: MAR) announced today that its Board of Directors approved the spin - off of its wholly owned subsidiary, Marriott Vacations Worldwide Corporation, through the distribution of shares to holders of Marriott International common stock.

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.

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.

As of September 30, 2014, the holders of 52,132,350 shares of our common stock, including our common stock issuable in connection with the automatic conversion of all outstanding shares of our convertible preferred stock into shares of our common stock and the holder of a warrant to purchase 6,500,000 shares of our common stock, are entitled to rights with respect to the registration of their shares following this offering under the Securities Act.

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 the case of our directors, officers, and security holders, the conversion or reclassification of our outstanding convertible preferred stock or other classes of common stock into shares of Class B common stock in connection with this offering and the conversion of Class B common stock to Class A common stock in accordance with our restated certificate of incorporation, provided that any such shares of Class A common stock or Class B common stock received upon such conversion or reclassification shall remain subject to the restrictions set forth above;

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;

After payment of the full liquidation preference of the Series A, Series A-1, Series B, and Series C, the entire remaining amounts legally available for distribution will be distributed to the holders of our common stock pro rata based on the number of shares held by each holder.

In preference to the holders of our common stock, each share of preferred stock is entitled to receive, on a pari passu basis, cash dividends at the rate of 6 % of the original issue price per annum on each outstanding share of preferred stock.

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.

Each share of convertible preferred stock may be converted, at the option of the holder, at any time into common stock as is determined by dividing the applicable original issue price by the conversion price as adjusted for certain dilutive issuances, splits and combinations.

Stock options granted under our stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for shares of restricted common sStock options granted under our stock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for shares of restricted common sstock option plan provide certain employee option holders the right to elect to exercise unvested options in exchange for shares of restricted common stockstock.

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..

In any transfer of shares of Series FP from the original holder, the shares of Series FP will automatically convert to shares of Class B common stock at the then - effective conversion rate.

In addition, the discussion and tables above exclude shares of Class B common stock, because holders of the Class B common stock are not entitled to distributions or dividends, whether cash or stock, from Shake Shack.

upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in ConStock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in ConStock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Cocommon stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Constock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in CoCommon Stock in the Change in ConStock in the Change in Control.

Stock appreciation rights provide for a payment, or payments, in cash or shares of our Class A common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shStock appreciation rights provide for a payment, or payments, in cash or shares of our Class A common stock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shstock, to the holder based upon the difference between the fair market value of our Class A common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shstock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shares.

distribution, the holders of a majority of Class A common stock could defeat that dividend or distribution.