The funds offer other
share classes subject to different fees and expenses that will impact their performance
Not exact matches
Except as expressly provided in the Plan, no issuance by Google of
shares of stock of any
class, or securities convertible into
shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of
shares or amount of other property
subject to, or the terms related to, any Incentive Award.
Except as expressly provided in the Plan, no issuance by Alphabet of
shares of stock of any
class, or securities convertible into
shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of
shares or amount of other property
subject to, or the terms related to, any Incentive Award.
Subject to the terms and conditions set forth in the Plan, incentive awards may be settled in cash or shares of Class C capital stock and may be subject to performance - based and / or service - based cond
Subject to the terms and conditions set forth in the Plan, incentive awards may be settled in cash or
shares of
Class C capital stock and may be
subject to performance - based and / or service - based cond
subject to performance - based and / or service - based conditions.
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.
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.
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.
Subject to the provisions of our 2015 Plan, the administrator will determine the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any amount of appreciation in cash,
shares of our
Class A common stock, or a combination thereof, except that the per
share exercise price for the
shares to be issued pursuant to the exercise of a stock appreciation right must be no less than 100 % of the fair market value per
share on the date of grant.
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.
The fund offers multiple
share classes, which are
subject to different fees and expenses that will affect their performance.
Except as expressly provided in the Plan, no issuance by J. Crew Group, Inc. of
shares of stock of any
class, or securities convertible into
shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of
shares or amount of other property
subject to, or the terms related to, any Incentive Award.
Aritzia has used this argument to defend its proposed dual
class share structure, indicating that by maintaining control, the corporation will not be
subject to a takeover bid and will be able to continue on its projected growth path.
In particular, companies should be allowed to introduce dual -
class shares after they have gone public,
subject to a majority - of - minority shareholder vote.
on a pro forma basis, giving effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of
Class B common stock and the conversion of Series FP preferred stock into
shares of
Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs
subject to a performance condition for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of
Class A common stock and
Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of
Class A common stock and 5.5 million
shares of
Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
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.
Consists of 293,638,510
shares of
Class A common stock, 79,034,360
shares of
Class B common stock, and 215,887,848
shares of
Class C common stock held by our current directors and executive officers, 3,373,332
shares of
Class A common stock and 3,373,332
shares of
Class B common stock issuable under outstanding stock options exercisable within 60 days of December 31, 2016, and RSUs for 3,609,706
shares of
Class A common stock and RSUs for 3,501,718
shares of
Class B common stock which are
subject to vesting conditions expected to occur within 60 days of December 31, 2016.
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;
The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of
Class B common stock and the conversion of Series FP preferred stock into
shares of
Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs
subject to a performance condition for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of
Class A common stock and
Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of
Class A common stock and 5.5 million
shares of
Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
We also intend to enter into a Registration Rights Agreement pursuant to which the
shares of
Class A common stock issued to the Continuing SSE Equity Owners upon redemption of LLC Interests and the
shares of
Class A common stock issued to the Former SSE Equity Owners in connection with the Transactions will be eligible for resale,
subject to certain limitations set forth therein.
Each non-employee director who, as of the date of this offering, is serving on our board of directors and is expected to continue his or her service following this offering will be granted an option to purchase
shares of our
Class A common stock with a grant date fair value of $ 50,000 (or, if such director is unaffiliated with any significant stockholder of the Company, $ 75,000) on the date the
shares subject to this offering are priced.
SSE Holdings will enter into the SSE Holdings LLC Agreement and,
subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the Continuing SSE Equity Owners will be entitled to have their LLC Interests redeemed for
shares of our
Class A common stock.
On the date the
shares subject to this offering are priced, each non-employee director who, as of the date of this offering, is serving on our board of directors and is expected to continue his or her service following this offering will be granted (a) an option to purchase
shares of our
Class A common stock with a grant date fair value of $ 50,000 (or, if such director is unaffiliated with any significant stockholder of the Company, $ 75,000) and (b) to the extent such director is (i) unaffiliated with any significant stockholder of the Company and (ii) the chairman of any committee of our board of directors, an additional option to purchase
shares of our
Class A common stock with a fair value of $ 10,000 with respect to each such chairmanship.
The Series A, Series A-1, Series B, Series C, Series D, Series E, and Series F convert to
Class B common stock at the then effective conversion rate
subject to adjustment in the event of stock - splits, stock dividends, and certain anti-dilutive issuances of
shares of our common stock.
We intend to file one or more registration statements on Form S - 8 under the Securities Act to register all
shares of
Class A common stock (i)
subject to outstanding stock options granted in connection with this offering, (ii) issued or issuable under our stock plans and (iii) issued to the Former UAR Plan Participants.
Rankings are
subject to change and are for the
share class indicated.
This brief article will be my last on the
subject — at least unless or until one word of gratitude for an unprecedented
share of life's blessings, along with a promise to hold themselves to a standard worthy of respect, issues from the community of America's middle -
class women.
I will
share it this Sunday with my
class as I teach on this
subject.
The modern theory, which swept away every authority except that of the State, and has made the sovereign power irresistible by multiplying those who
share it... condemns as a State within the State every inner group and community,
class or corporation, administering its own affairs; and, by proclaiming the abolition of privileges, it emancipates the
subjects of every such authority in order to transfer them exclusively to its own....
They can also be used to touch on
subjects that perhaps you do not go into depth about in
class but have a desire to still
share the information.
Soon, Jeff is back in the upstairs apartment he
shares with mum Patty (Miranda Richardson), gone below the knees.By this time, we've met the extended family and friends, a working -
class clan who wouldn't usually be given house - room with a worthy
subject like this.
Just as we would expect
classes like music and physical education to be taught by instructors with some specialization in the domain, students may also benefit by
sharing math teachers who are most comfortable with the
subject.
Pairs of core -
subject teachers (one humanities, one science / math)
share the same two
classes of students so they can collaborate on cross-disciplinary projects and better support students and each other.
Flashing a seating chart for a second to the audience, Higgins
shared that she actually plans how she is going to cold call in
class based on a couple of factors: students expertise on a
subject, nonverbal cues they show during
class, and her desire to help them grow and learn.
Mutual funds are often
subject to 12b - 1 fees that vary by
share class.
The asset
class will likely be
subject to its
share of market volatility this year, but for taxable, income seeking investors, don't snub muni bonds.
* As stated in the prospectus (pdf) dated 5/1/2018 ** Pursuant to an operating expense limitation agreement between Heartland Advisors and Heartland Group, Inc., on behalf of the Fund, Heartland Advisors has agreed to waive its management fees and / or pay expenses of the Fund to ensure that the Fund's total annual fund operating expenses (excluding front - end or contingent deferred sales loads, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expenses on short positions, acquired fund fees and expenses, or extraordinary expenses) do not exceed 1.25 % of the Fund's average daily net assets for the Investor
Class Shares and 0.99 % for the Institutional
Class Shares through at least May 1, 2019, and
subject to annual re-approval of the agreement by the Board of Directors, thereafter.
These
shares will be offered as a no - load
share class and will not be
subject to a 12b - 1 fee, a feature designed in keeping with the Firm's history of offering competitive expense ratios across the Heartland Funds lineup.
The Institutional
Class of
shares has the same management fee as the Investor
Class shares but is not
subject to the Fund's 12b - 1 (Distribution / Service) fee, which was approximately 0.21 % during the last fiscal year, resulting in lower overall expenses to be paid by the Institutional
Class shareholder.
The Fund offers multiple
share classes, which are
subject to different fees and expenses that will affect their performance.
If, however, you (except Employer Sponsored Retirement Plans) paid a CDSC when you sold
Class C
shares held at the time of sale in a Franklin Templeton fund account without an investment representative (financial advisor) appointed by you and invest the proceeds from that sale in
Class A
shares within 90 days of the sale, you will not receive a credit for the CDSC and new
Class A
shares issued with your reinvestment WILL NOT BE
subject to any otherwise applicable CDSC.
Each
share class represents an interest in the same assets of the Funds, has the same rights and is identical in all material respects except that (i) each
class of
shares may be
subject to different (or no) sales loads, (ii) each
class of
shares may bear different (or no) distribution fees; (iii) each
class of
shares may have different shareholder features, such as minimum investment amounts; (iv) certain other
class - specific expenses will be borne solely by the
class to which such expenses are attributable, including transfer agent fees attributable to a specific
class of
shares, printing and postage expenses related to preparing and distributing materials to current shareholders of a specific
class, registration fees paid by a specific
class of
shares, the expenses of administrative personnel and services required to support the shareholders of a specific
class, litigation or other legal expenses relating to a
class of
shares, Trustees» fees or expenses paid as a result of issues relating to a specific
class of
shares and accounting fees and expenses relating to a specific
class of
shares and (v) each
class has exclusive voting rights with respect to matters relating to its own distribution arrangements.
Share classes are
subject to different fees and expenses, which will affect their performance.
The fund offers multiple
share classes, which are
subject to different fees and expenses that will affect their performance.
The Advisor has contractually agreed to waive its management fees and / or reimburse expenses of the Fund to ensure that Net Fund Operating Expenses for the Fund do not exceed 1.25 % of the Fund's average net assets for the investor
class shares and 0.99 % for the institutional
class shares, through at least 5/1/2019, and
subject thereafter to annual reapproval of the agreement by the Board of Directors.
- Ocean or Mountain view rooms - King bed suites, queen, twin
share rooms - Daily Yoga
Classes, Meditation and Pranayama - Return airport transfers - Daily Organic breakfast - Optional well being programs & massage - Optional Sup & Surf lessons
subject to availability and program dates
What became of those who
shared studio space and life drawing
classes with the likes of Eduardo Paolozzi and Richard Hamilton is a question that has become the
subject of a groundbreaking investigation that employs techniques never used before in art history.
But what they all
share in common is a knowledge of and profound interest in the same legal
subject area — pharmaceutical
class actions, say, or business process patents, or asset securitization, or child custody proceedings in Oregon, or small - claims court cases in Nova Scotia, or wealth management in New South Wales, or any of the law's thousands upon thousands of sub-specialties.
The payment of proceeds from the disposition of
shares of our
Class A common stock by a non-U.S. holder made to or through a non-U.S. office of a broker generally will not be
subject to backup withholding and information reporting, except as noted below.
Together we
share thought and ideas about Aistear, all
subject areas and
class blogging, supporting educators in creating a fun, playful and inclusive learning environment.