Under such plans, the founders receive cash for their ownership and the employees
receive shares of stock in the company.
At issue is the proper treatment of taxpayers who
receive shares of stock when a mutual insurance company that issued policies to them converts into a regular corporation.
When you were a child, did
you receive shares of stock from your parents, grandparents, or other family members?
My father in law
received shares of stock in UNH probably two decades ago.
Not exact matches
While shareholders will
receive only the slightest
of premiums on their 12 - cent
share price, the big winners are bondholders, who will recoup a greater
share of their loans and not be saddled with
stock in an operationally troubled and undercapitalized company.
IA Bancorp shareholders will
receive $ 2.55 million in cash and 631,994
shares of the BCB common
stock.
The person with the most referrals will
receive 100,000
shares of stock, and the ten people with the most referrals will
receive 10,000
shares each.
He'll
receive about $ 10 million worth
of stock options plus a grant
of 933,416 performance - based restricted
shares.
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.
EMC stockholders will
receive about $ 33.15 per
share in cash and a type
of stock that is linked to «a portion
of EMC's economic interest» in its VMware business, which will remain an independent, publicly traded company, the companies said in a statement Monday.
That company's shareholders will
receive 1.65
shares of Series A QVC Group common
stock for each common
share of HSNi, marking a 29 percent premium.
Shareholders will
receive 0.8
shares of Marriott common
stock plus $ 21.00 in cash.
This means that with the purchase
of stock must come the same economic rights, such as
receiving dividends or compensation in the event
of liquidation at the same time and in the same amount per
share as all other shareholders.
At closing Starwood stockholders will
receive 0.8
shares of Marriott common
stock plus $ 21.00 in cash for each
share of Starwood common
stock.
Fox shareholders will
receive 0.2745 Disney
shares for each unit
of Fox
stock they own.
SABMiller's strategic shareholders, who hold 41 %
of the company's
stock, would
receive a lower offer worth 37.49 a
share paid overwhelmingly in the form
of a new class
of unlisted
share with a five - year lock - up period (a premium
of only 28 %).
Jarden shareholders will
receive $ 21 in cash and 0.862
shares of Newell Rubbermaid
stock for each
share they own.
Heinz shareholders will
receive $ 72.50 in cash for each
share of common
stock they own.
These risks and uncertainties include: Gilead's ability to achieve its anticipated full year 2018 financial results; Gilead's ability to sustain growth in revenues for its antiviral and other programs; the risk that private and public payers may be reluctant to provide, or continue to provide, coverage or reimbursement for new products, including Vosevi, Yescarta, Epclusa, Harvoni, Genvoya, Odefsey, Descovy, Biktarvy and Vemlidy ®; austerity measures in European countries that may increase the amount
of discount required on Gilead's products; an increase in discounts, chargebacks and rebates due to ongoing contracts and future negotiations with commercial and government payers; a larger than anticipated shift in payer mix to more highly discounted payer segments and geographic regions and decreases in treatment duration; availability
of funding for state AIDS Drug Assistance Programs (ADAPs); continued fluctuations in ADAP purchases driven by federal and state grant cycles which may not mirror patient demand and may cause fluctuations in Gilead's earnings; market
share and price erosion caused by the introduction
of generic versions
of Viread and Truvada, an uncertain global macroeconomic environment; and potential amendments to the Affordable Care Act or other government action that could have the effect
of lowering prices or reducing the number
of insured patients; the possibility
of unfavorable results from clinical trials involving investigational compounds; Gilead's ability to initiate clinical trials in its currently anticipated timeframes; the levels
of inventory held by wholesalers and retailers which may cause fluctuations in Gilead's earnings; Kite's ability to develop and commercialize cell therapies utilizing the zinc finger nuclease technology platform and realize the benefits
of the Sangamo partnership; Gilead's ability to submit new drug applications for new product candidates in the timelines currently anticipated; Gilead's ability to
receive regulatory approvals in a timely manner or at all, for new and current products, including Biktarvy; Gilead's ability to successfully commercialize its products, including Biktarvy; the risk that physicians and patients may not see advantages
of these products over other therapies and may therefore be reluctant to prescribe the products; Gilead's ability to successfully develop its hematology / oncology and inflammation / respiratory programs; safety and efficacy data from clinical studies may not warrant further development
of Gilead's product candidates, including GS - 9620 and Yescarta in combination with Pfizer's utomilumab; Gilead's ability to pay dividends or complete its
share repurchase program due to changes in its
stock price, corporate or other market conditions; fluctuations in the foreign exchange rate
of the U.S. dollar that may cause an unfavorable foreign currency exchange impact on Gilead's future revenues and pre-tax earnings; and other risks identified from time to time in Gilead's reports filed with the U.S. Securities and Exchange Commission (the SEC).
Under the terms
of the merger agreement, Dell stockholders will
receive $ 13.75 in cash for each
share of Dell common
stock they hold, plus payment
of a special cash dividend
of $ 0.13 per
share to stockholders
of record as
of the close
of business on Oct. 28, 2013, for total consideration
of $ 13.88 per
share in cash.
Time Warner shareholders will
receive $ 107.50 per
share under the terms
of the merger, comprised
of $ 53.75 per
share in cash and $ 53.75 per
share in AT&T
stock.
Lastly, Verizon announced today that all
of their employees, other than the top management, will
receive 50
shares of restricted
stock.
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.
No Participant shall
receive Stock Grants or Restricted
Stock Units during any Fiscal Year covering, in the aggregate, in excess
of 7,000,000
Shares (for this purpose, (A) counting such
Shares on a 1 - for - 1 basis and (B) for
Stock Grants or Restricted
Stock Units as to which the number
of Shares earned is dependent on the level
of attainment
of performance vesting conditions, counting in respect thereof the number
of Shares that may be earned at maximum performance), subject to adjustment pursuant to Section 11.
Upon exercise
of a
stock appreciation right, the holder
of the award will be entitled to
receive an amount determined by multiplying (i) the difference between the fair market value
of a
Share on the date
of exercise over the exercise price by (ii) the number
of exercised
Shares.
During fiscal 2018, each non-employee director
received a quarterly grant
of fully - vested
shares of our common
stock for service during the respective preceding quarter with a dollar value intended to approximate $ 125,000 based on the average recent trading price over a period
of time before the grant date.
If you are able to sell your
shares of common
stock, you will likely
receive less than your purchase price.
For stockholders
of record: The proxy card you
received covers the number
of shares to be voted in your account as
of the record date, including any
shares held for participants in the IBM Investor Services Program and Employees
Stock Purchase Plans.
However, if you live in California and your
shares are registered directly in your name on Wells Fargo's
stock records, this year you will
receive printed proxy materials regardless
of your preference to
receive these materials electronically.
«Total CEO realized compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any
stock option exercised by Mr. Musk in such year in connection with which
shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price
of Tesla common
stock at the time
of exercise on the exercise date and the exercise price
of the option, plus (iii) with respect to any restricted
stock unit vested by Mr. Musk in such year in connection with which
shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting
of such restricted
stock unit, if any, the market price
of Tesla common
stock at the time
of vesting, plus (iv) any cash actually
received by Mr. Musk in respect
of any
shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment
of such amounts.
Tax withholding obligations could be satisfied by withholding
shares to be
received upon exercise
of an option or
stock appreciation right, the vesting
of restricted
stock, performance
share, or
stock award, or the payment
of a restricted
share right or performance unit or by delivery to the Company
of previously owned
shares of common
stock.
Kraft shareholders will
receive 49 percent
of the
stock in the combined entity, plus a cash dividend
of $ 16.50 a
share, the companies said in a statement Wednesday.
Stockholders
sharing an address whose
shares of common
stock are held by such entities, who now
receive multiple copies
of our proxy materials and who wish to
receive only one copy
of these materials per household, should contact their brokerage firm, bank, or other similar entity to request that only one set
of these materials be delivered in the future.
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.
We provide information below about (1) the circumstances under which these options and
stock awards vest upon termination
of employment or the occurrence
of certain acquisitions, and (2) the hypothetical value each such named executive would have
received, if any, upon the vesting
of any
of these option or
stock awards as
of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as
of December 31, 2009 and based on an NYSE closing price per
share of our common
stock on that date
of $ 26.99.
In January 2013, GE and Berkshire amended its agreement for exercising the warrants so that Berkshire would
receive a «net
share settlement» equal to the difference between average price
of GE's common
stock on the 20 days preceding the October 16, 2013 exercise date and the $ 22.25 per
share strike price.
Under the terms
of the exchange offer, Intimate Brands shareholders are entitled to
receive 1.10
shares of L Brands common
stock in a tax - free exchange for each outstanding
share of Intimate Brands Class A common
stock tendered.
creation
of additional
shares of Series C convertible preferred
stock; or (iii) effect a change
of control, liquidation, dissolution, or winding up
of the Company in which the holders
of Series C convertible preferred
stock would
receive an amount per
share less than the original issue price plus any declared but unpaid dividends on such
shares of Series C convertible preferred
stock.
I've made some changes to the generated spreadsheet where the yearly dividend amount paid to you is now a formula calculated from the number
of shares column multiplied by the annual dividend
received by the
stock column.
The draft consulting agreement called for Johnson to
receive 50,000
shares of Retrophin
stock in exchange for «leadership consulting services.»
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).
If we terminate Mr. Drexler's employment without cause or he terminates his employment with good reason, Mr. Drexler will be entitled to
receive (i) a payment
of his earned but unpaid annual base salary through the termination date, any accrued vacation pay and any un-reimbursed expenses, and (ii) subject to Mr. Drexler's execution
of a valid general release and waiver
of claims against us, as well as his compliance with the non-competition, non-solicitation and confidential information restrictions described below, (a) a payment equal to his annual base salary and target cash incentive award, one - half
of such payment to be paid on the first business day that is six (6) months and one (1) day following the termination date and the remaining one - half
of such payment to be paid in six equal monthly installments commencing on the first business day
of the seventh calendar month following the termination date, (b) a payment equal to the product
of (x) the last annual cash incentive award Mr. Drexler
received prior to the termination date and (y) a fraction, the numerator
of which is the number
of days
of service completed by Mr. Drexler in the year
of termination and the denominator
of which is 365, such amount to be paid on the first business day that is six (6) months and one (1) day following the termination date, and (c) the immediate vesting
of such portion
of unvested restricted
shares and
stock options as provided and pursuant to the terms
of the relevant grant agreements under our 2003 Equity Incentive Plan.
deal he had made with Geller by causing Retrophin to enter into a consulting agreement under which Geller was to
receive a total
of 331,500
shares of Retrophin
stock (131,500 immediately, followed by 50,000 per quarter over the next four quarters)(the «Geller Consulting Agreement»).
Each
stock option gives the recipient the right to
receive a number
of Shares upon exercise
of the
stock option and payment
of the
stock option exercise price, which other than for incentive
stock options, shall be the fair market value
of a
Share on the option grant date.
Under the terms
of the agreement, ILG shareholders will
receive $ 14.75 in cash and 0.165
shares of MVW common
stock for each ILG
share.
as to
Shares deliverable on the exercise
of Options or
Stock Appreciation Rights, or in settlement
of Performance Units or Restricted
Stock Units, until the delivery (as evidenced by the appropriate entry on the books
of Walmart
of a duly authorized transfer agent
of Walmart)
of such
Shares, give the Recipient the right to vote, or
receive dividends on, or exercise any other rights as a stockholder with respect to such
Shares, notwithstanding the exercise (in the case
of Options or
Stock Appreciation Rights)
of the related Plan Award;
warrants to purchase
shares of our common
stock or any securities that are convertible into, exchangeable for, or that represent the right to
receive,
shares of our common
stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; or
Shkreli eventually persuaded Blanton to resolve his MSMB claims via a consulting agreement with Retrophin dated March 6, 2014, under which Blanton was to
receive 200,000
shares of Retrophin
stock in a lump sum (the «Blanton Consulting Agreement»).
EMC shareholders will
receive $ 24.05 a
share in cash plus tracking
stock in VMware, a cloud software company that EMC controls, all
of which will be worth a combined $ 33.15.
Under the terms
of the merger agreement, which has been unanimously approved by the Boards
of both companies, ILG shareholders will
receive $ 14.75 in cash and 0.165
shares of MVW common
stock for each ILG
share.