Under the terms of the agreement, General Dynamics will commence a cash tender offer to
purchase outstanding shares of CSRA common stock for $ 40.75 per share.
I am sending you this letter to make sure that you are aware that Tiberius is offering to
purchase all outstanding shares of common stock of MathStar, Inc., a Delaware corporation, («MathStar» or the «Company»), par value $ 0.01 per share (the «Shares»), at a net price per share equal to $ 1.25 in cash (without interest and subject to applicable withholding taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase (the «Offer to Purchase») and the related Letter of Transmittal (the «Letter of Transmittal» and, together with the Offer to Purchase and any amendments or supplements thereto, the «Offer»).
Maclean Hunter was purchased by Rogers Communications in 1994, and five years later Rogers
purchased all outstanding shares of CB Media, which was officially dissolved as a company in December 2002.
Not exact matches
It's already
purchased 22 percent of its
outstanding shares since 2012.
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.
There were also employee
share options
outstanding to
purchase up to an additional 3.4 million
shares, at a weighted average exercise price of $ 31.37 per
share, 0.8 million of which were fully vested; equity - settled
share appreciation rights (SARs) for 0.2 million
shares, at a weighted average measurement price of $ 32.18, all of which, excluding SARs for approximately 1,000
shares, were fully vested; and restricted
share units (RSUs) covering 13.0 million
shares, of which RSUs to acquire 4.3 million
shares were fully vested.
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»).
The administrator will have the authority to amend, suspend, or terminate our ESPP, except that, subject to certain exceptions described in our ESPP, no such action may adversely affect any
outstanding rights to
purchase shares of our Class A common stock under our ESPP.
Uber could see Softbank lead a cash injection of up to $ 1.5 billion, as well as the
purchase of 17 % of its
outstanding shares, as CEO Khosrowshahi plots public listing for world's most valuable startup.
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.
On Sept. 30, 2017, there were 52,268,443
shares of common stock issued and
outstanding, and stock options to
purchase 7,685,449
shares of common stock issued and
outstanding.
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.
These
purchases represent less than 1 % of
shares outstanding.
The exercise of
outstanding options to
purchase shares of our Class A common stock will result in further dilution.
(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
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.
106,133,176
shares of our Class B common stock issuable upon the exercise of options to
purchase shares of our Class B common stock
outstanding as of September 30, 2015, with a weighted - average exercise price of $ 6.95 per
share;
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.
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.
The exercise of
outstanding options to
purchase shares of our common stock will result in further dilution.
As of December 31, 2014, none of our non-employee directors held any
outstanding equity awards to
purchase shares of our common stock, other than Messrs. McKelvey and Viniar and Dr. Summers as described below.
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.
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.
Mr. McMillon also held options to
purchase Shares as of the end of fiscal 2015, as disclosed on the
Outstanding Equity Awards at Fiscal 2015 Year - End table on page 71.
As of March 31, 2015, options to
purchase 1,353,659
Shares were
outstanding under the 2010 Stock Incentive Plan and predecessor plans, with an average exercise price of $ 47.87 per
Share, all of which expire no later than April 1, 2024.
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.
PITTSBURGH & CHICAGO --(BUSINESS WIRE)-- The Kraft Heinz Company (NASDAQ: KHC)(«Kraft Heinz») has been notified of an unsolicited «mini-tender» offer by TRC Capital Corporation («TRC») to
purchase up to 1.5 million
shares of Kraft Heinz common stock, representing approximately 0.12 percent of Kraft Heinz's
shares of common stock
outstanding.
Nearly a decade ago, he led the fight against a plan by Sears to
purchase an
outstanding stake in Sears Canada for $ 18 a
share.
shares by which the
share reserve may increase automatically each year, (3) the class and maximum number of
shares that may be issued on the exercise of incentive stock options, (4) the class and maximum number of
shares subject to stock awards that can be granted in a calendar year (as established under the 2017 Plan under Section 162 (m) of the Code), and (5) the class and number of
shares and exercise price, strike price, or
purchase price, if applicable, of all
outstanding stock awards.
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;
the conversion of all
outstanding warrants to
purchase shares of convertible preferred stock into warrants to
purchase the same number of
shares of Class B common stock immediately prior to the completion of this offering;
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.
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 --
As of March 31, 2015, options to
purchase 31,619,974 of these
shares remained
outstanding, 194,423 of these
shares subject to the settlement of RSUs remained
outstanding, and 5,897,398
shares remained available for future grant.
31,619,974
shares of our Class B common stock issuable upon the exercise of options to
purchase shares of our Class B common stock
outstanding as of March 31, 2015, with a weighted - average exercise price of $ 3.29 per
share;
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
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.
Upon the completion of this offering, we expect that the convertible preferred stock warrants currently
outstanding will either be exercised or become warrants to
purchase shares of our common stock.
As of June 30, 2013, options to
purchase 325,630
shares of our common stock remained
outstanding under the Crashlytics Plan at a weighted - average exercise price of approximately $ 0.54 per
share.
As of March 31, 2014, options to
purchase 8,025,384
shares of our common stock and 2,061,650 RSUs remained
outstanding under the 2005 Stock Plan.
Based on an assumed initial public offering price of $ per
share (the midpoint of the price range set forth on the cover of this prospectus), we do not anticipate that any of our existing warrants to
purchase common stock would remain
outstanding upon the closing of this offering.
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.
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.
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.
As of November 11, 2013, a total of 20.873 million
shares of the Company's common stock were subject to all
outstanding awards granted under the Company's equity compensation plans (including the
shares then subject to
outstanding awards under the 2003 Plan and the Director Plan, as well as
outstanding awards assumed by the Company in connection with acquisitions, but exclusive of
shares that employees may
purchase under the Employee Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock
purchase under the Employee Stock
Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock
Purchase Plan), of which 17.265 million
shares were then subject to
outstanding restricted stock unit awards and 3.608 million
shares were then subject to
outstanding stock options.
The administrator will have the authority to amend, suspend or terminate our ESPP, except that, subject to certain exceptions described in our ESPP, no such action may adversely affect any
outstanding rights to
purchase shares of our common stock under our ESPP.