Immediately after this offering of shares of our common stock at an assumed initial public offering price of $ per share, the midpoint of the price range listed on the cover of this prospectus, after deducting underwriting discounts and estimated offering expenses payable by us and the application of such net proceeds as described under «Use of Proceeds» elsewhere in this prospectus, Cyrus Capital and the Virgin Group will beneficially own approximately % and %
of our outstanding voting common stock.
Diversified investment management company: An investment company with 75 % of the value of its assets held in cash or cash equivalents, government securities, securities of other investment companies, or securities of other issuers; no more than 5 % of its total assets in the securities of any one company; and ownership of no more than 10 %
of the outstanding voting stock of any one company.
An offer made to security holders of a company to purchase voting securities of the company which, with the offeror's already owned securities, will in total exceed 20 %
of the outstanding voting securities of the company.
Investments representing 5 % or more
of the outstanding voting securities of a portfolio company result in that company being considered an affiliated company, as defined in the 1940 Act.
Except as provided in subdivision (2a) of this section, «control» means the power to vote more than twenty percent (20 %)
of outstanding voting shares or other interests of a corporation, partnership, limited liability company, association, or trust.
Each Fund's investment objective is not fundamental and may be changed without the approval of a majority
of the outstanding voting securities of the Trust.
The Plans may not be amended to increase materially the amount of the Distributor's compensation to be paid by each Fund, unless such amendment is approved by the vote of a majority
of the outstanding voting securities of the affected class of the Fund (as defined in the 1940 Act).
Any agreement related to a Plan will be in writing and provide that: (a) it may be terminated by the Trust or the Funds at any time upon sixty days written notice, without the payment of any penalty, by vote of a majority of the respective Rule 12b - 1 Trustees, or by vote of a majority
of the outstanding voting securities of the Trust or the Funds; (b) it will automatically terminate in the event of its assignment (as defined in the 1940 Act); and (c) it will continue in effect for a period of more than one year from the date of its execution or adoption only so long as such continuance is specifically approved at least annually by a majority of the Board and a majority of the Rule 12b - 1 Trustees by votes cast in person at a meeting called for the purpose of voting on such agreement.
securities and securities of other regulated investment companies, and other securities (for purposes of this calculation, generally limited in respect of any one issuer, to an amount not greater than 5 % of the market value of a Fund's assets and 10 %
of the outstanding voting securities of such issuer) and (ii) not more than 25 % of the value of its assets is invested in the securities of (other than U.S. government securities or the securities of other regulated investment companies) any one issuer, two or more issuers which the Fund controls and which are determined to be engaged in the same or similar trades or businesses, or the securities of certain publicly traded partnerships.
The Firm will also monitor the positions it takes in ETF holdings to ensure that it never holds more than 3 %
of the outstanding voting shares of the ETF.
Should The Firm hold positions that exceed 3 %
of the outstanding voting shares of an ETF, The Firm will rely upon Mirror Voting for Proxies, ensuring the Fund votes its shares in the same proportion that all shares of the ETFs are voted, or in accordance with instructions received from fund shareholders,
Among these requirements are the following: (i) at least 90 % of the fund's gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in such stock or securities or currencies and net income derived from an interest in a qualified publicly traded partnership; (ii) at the close of each quarter of the fund's taxable year, at least 50 % of the value of its total assets must be represented by cash and cash items, U.S. Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5 % of the value of a Fund's assets and that does not represent more than 10 %
of the outstanding voting securities of such issuer; and (iii) at the close of each quarter of the fund's taxable year, not more than 25 % of the value of its assets may be invested in securities (other than U.S. Government securities or the securities of other RICs) of any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20 % of the voting power of such issuers, or the securities of one or more qualified publicly traded partnerships.
As of August 1, 2016, the officers and trustees of the Trust, as a group owned of record, directly or beneficially, none
of the outstanding voting securities of the funds.
A majority
of the outstanding voting shares of the fund means the affirmative vote of the lesser of: (a) 67 % or more of the voting shares represented at the meeting, if more than 50 %
of the outstanding voting shares of the fund are represented at the meeting or (b) more than 50 %
of the outstanding voting shares of the fund.
The Securities and Exchange Commission, as administrator of the Public Utility Holding Company Act of 1935, defines a holding company as «a company which directly or indirectly owns, controls or holds 10 percent or more
of the outstanding voting securities of a holding company» (15 USC 79b, par.
Not exact matches
If your content is
outstanding it will earn social shares and links that act like
votes of confidence which will help boost your rank.
If the business is a corporation, «at least 51 percent
of each class
of voting stock and 51 percent
of the aggregate
of all
outstanding shares
of stock must be unconditionally owned by an individual (s) determined by SBA to be socially and economically disadvantaged,» stated the Small Business Administration.
«The merger can not be completed without approval by holders
of a majority
of the
outstanding shares
of EMC and an abstention or failure to
vote will have the same effect as a
vote against the merger.»
Coke's plan passed, but yes
votes represented less than half
of the company's
outstanding shares, after including abstentions and nonvotes.
Because Dell's 16 percent stake isn't included in the special
vote, the leveraged buyout must be backed by slightly more than 42 percent
of Dell's
outstanding stock.
«10 - Percent Stockholder» means an individual who owns more than 10 %
of the total combined
voting power
of all classes
of outstanding stock
of the Company or
of its parent corporation or subsidiary corporation (as defined in Code Sections 424 (e) and (f)-RRB-.
Under applicable TSX rules, the transaction also requires the approval
of Loblaw shareholders by majority
vote, as the number
of Loblaw common shares to be issued in the transaction exceeds 25 %
of the total number
of outstanding Loblaw common shares.
the acquisition by any person
of direct or indirect ownership
of securities representing more than 50 %
of the
voting power
of our then
outstanding stock;
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.
Chief Executive Officer and co-founder Drew Houston will hold 22 percent
of the shares
outstanding after the offering, or 24 percent
of the
voting power, according to the filing.
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.
When the shares
of our Class B common stock represent less than 5 %
of combined
voting power
of our Class A common stock and Class B common stock, the then -
outstanding shares
of Class B common stock will automatically convert into shares
of Class A common stock.
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.
All
outstanding shares
of our Class B common stock will convert into shares
of our Class A common stock when the shares
of our Class B common stock represent less than 5 %
of the combined
voting power
of our Class A common stock and Class B common stock.
The term
of an incentive stock option may not exceed ten years, except that with respect to any participant who owns more than 10 %
of the
voting power
of all classes
of our
outstanding stock, the term must not exceed five years and the exercise price must equal at least 110 %
of the fair market value on the grant date subject to the provisions
of our 2015 Plan.
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).
The SSE Holdings LLC Agreement may be amended with the consent
of the holders
of a majority in
voting power
of the
outstanding LLC Interests; provided that if the managing member holds greater than 33 %
of the LLC Interests, then it may be amended with the consent
of the managing member together with holders
of at least 50 %
of the
outstanding LLC Interests, excluding LLC Interests held by the managing member.
Under the 2017 Plan, a change in control is defined to include (1) the acquisition by any person or company
of more than 50 %
of the combined
voting power
of our then
outstanding stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50 %
of the combined
voting power
of the surviving entity (or the parent
of the surviving entity), (3) a sale, lease, exclusive license, or other disposition
of all or substantially all
of our assets other than to an entity more than 50 %
of the combined
voting power
of which is owned by our stockholders, and (4) an unapproved change in the majority
of the board
of directors.
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 trustee holder
of the special Class A
voting stock and the special Class B
voting stock has the right to cast a number
of votes equal to the number
of then
outstanding Class A exchangeable shares and Class B exchangeable shares, respectively.
The term
of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10 %
of the
voting power
of all classes
of our
outstanding stock, the term must not exceed 5 years and the exercise price must equal at least 110 %
of the fair market value on the grant date.
Certain funds advised by Marcato Capital Management, LP, which own approximately 6.4 %
of the
outstanding shares
of BWW, have entered into an agreement to
vote in favor
of the transaction.
Our amended and restated bylaws provide that the failure
of non-U.S. citizens to register their shares on a separate stock record, which we refer to as the «foreign stock record,» would result in a suspension
of their
voting rights in the event that the aggregate foreign ownership
of the
outstanding common stock exceeds the foreign ownership restrictions imposed by federal law.
Pursuant to Section 228
of the DGCL, any action required to be taken at any annual or special meeting
of the stockholders may be taken without a meeting, without prior notice and without a
vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting at which all shares
of our stock entitled to
vote thereon were present and
voted, unless the certificate
of incorporation provides otherwise.
The term
of an incentive stock option may not exceed ten years, except that with respect to any participant who owns more than 10 %
of the
voting power
of all classes
of our
outstanding stock, the term must not exceed five years and the exercise price must equal at least 110 %
of the fair market value on the grant date.
Altice owns 70 percent
of the company's issued and
outstanding common stock, and controls 98 percent
of the
voting rights.
In addition, supermajority
voting provisions proposed require the approval
of two - thirds
of the board and
outstanding stock to appoint an individual who was previously an officer
of the company as CEO.
Ackman's nominees received less than 20 percent
of votes from shares
outstanding and less than 25 percent
of shares
voted at the meeting.
In contrast, Delaware corporate law provides that a merger requires the approval
of a majority
of the
outstanding stock entitled to
vote.
Treasury stock is only issued when the stock or securities are not
outstanding and is not taken in to account for the consideration when they are calculating a potential earning per shear or the dividend the sole purpose
of voting.
In such case, the composition
of the board in future elections typically defaults to one
vote per share (preferred converted to common basis) and may be favorable to the common stockholders as they typically control a majority
of the
outstanding shares.
In addition, the number
of authorized shares
of common stock may be increased by a
vote of the majority
of the
outstanding stock
of the corporation if the Certificate
of Incorporation allows.
I don't think there are any meaningful regulatory hurdles to complete this deal, Primoris can finance the deal using cash on hand and existing credit facilities and «certain Willbros directors and shareholders», representing ~ 17 %
of the
outstanding shares, have agreed to
vote in favor
of the transaction.
I doubt if some people here ever watch Arsenal's matches.How on earth could you ever rate Gabriel ahead
of the BFG someone that has rearly been tested.its sad that people unde - rate someone that his combination with Koscielny has given us one
of the best defense in recent years.some would even rate vermalin ahead
of Mertesacker even when it was obvious that the former has lost it.This guy was
voted few years back as the second best player
of the entire season only behind the
outstanding Rambo.If Gabriel wants a starting berth he needs to prove it 1st and not get it on a platter
of Gold..