[Due to the ramp - up in outstanding shares, caused by the full year impact of the 2012 placing & the 2013
share issuance for acquisitions.
This could happen for a variety of reasons — such as new
share issuances for mergers and acquisitions, stock options given to executives, or dilutive securities such as warrants or convertible preferred stock.
Not exact matches
In its latest fiscal year, Microsoft garnered a $ 792 - million tax deduction
for its
issuance of
shares.
However,
Shares used to pay the exercise price or purchase price of an option or stock appreciation right or to satisfy tax withholding obligations relating to such awards do not become available
for future
issuance under the 2013 Plan.
Therefore, if you purchase
shares of our Class A common stock in this offering, you will experience immediate dilution of $ per
share, the difference between the price per
share you pay
for our Class A common stock and its pro forma net tangible book value per
share as of September 30, 2010, after giving effect to the
issuance of
shares of our Class A common stock in this offering.
Shares used to pay the purchase price or satisfy tax withholding obligations of awards other than stock options or stock appreciation rights become available
for future
issuance under the 2013 Plan.
(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
In addition, we intend to file a registration statement to register approximately 141,358,176
shares of our capital stock reserved
for future
issuance under our equity compensation plans.
A limited number of classes of common
shares are being used
for equity
issuances and stock option grants.
At the time of expiration, approximately 30,426,564
shares of common stock were reserved
for issuance under the SOP.
In the event the Company issues
shares of additional stock, subject to customary exceptions, after the preferred stock original issue date without consideration or
for a consideration per
share less than the initial conversion price in effect immediately prior to such
issuance, then and in each such event the conversion price shall be reduced to a price equal to such conversion price multiplied by the following fraction:
Although the Company currently has no definitive plans
for the
issuance of any additional authorized
shares, the
On December 31, 2009, the Company had 5.18 billion outstanding
shares of common stock, and approximately 734 million
shares reserved
for issuance for outstanding convertible preferred stock, the warrant issued in connection with the TARP CPP investment, dividend reinvestment, deferred compensation plans, long - term incentive compensation awards, and in connection with employee benefit plans.
Furthermore, the rules governing companies listed on the NYSE and incorporated under Delaware law require us to submit certain matters to a vote of shareholders
for approval, such as mergers, large
share issuances or similar transactions, and the approval of equity - based compensation plans.
The Company has entered into restricted stock purchase agreements with certain founders and employees
for the
issuance of up to 16,084,442
shares of restricted common stock in exchange
for services.
(6) Regardless of the terms of any agreement evidencing an Incentive Award, the Committee shall have the right to substitute stock appreciation rights
for outstanding Options granted to any Participant, provided the substituted stock appreciation rights call
for settlement by the
issuance of
shares of Common Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being replaced.
In September 2013, the Company entered into a common stock purchase agreement with an affiliate of AT&T covering the sale and
issuance of 780,539
shares of the Company's stock
for a nominal amount of consideration (AT&T is listed as Customer E in Note 2).
Amended and Restated 2008 Equity Incentive Plan to increase the number of
shares reserved
for issuance by 3,000,000 shares, (3) «For» approval of the J.Crew Group, In
for issuance by 3,000,000
shares, (3) «
For» approval of the J.Crew Group, In
For» approval of the J.Crew Group, Inc..
For the same reason,
issuance of lesser - voting rights
shares as consideration in a merger or other corporate acquisition should not be objectionable.
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.
The table above does not include (i) 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 (x) 2,689,486
shares of Class A common stock issuable upon 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 — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional
shares of Class A common stock reserved
for future
issuance and (ii) 24,269,792
shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
5,897,398
shares of Class B common stock reserved
for future
issuance under our 2007 Plan as of March 31, 2015 (which reserve does not reflect the options to purchase
shares of Class B common stock granted after March 31, 2015); and
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.
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.
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 --
Notwithstanding the foregoing and, subject to adjustment as provided in Section 15 of the Plan, the maximum number of
Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate
Share number stated in subsection 3 (a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any
Shares that become available
for issuance under the Plan pursuant to subsection 3 (b).
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
To the extent an Award under the Plan is paid out in cash rather than
Shares, such cash payment will not result in reducing the number of
Shares available
for issuance under the Plan.
5,897,398
shares of Class B common stock reserved
for future
issuance under our Amended and Restated 2007 Stock Plan, as amended, or 2007 Plan, as of March 31, 2015 (which reserve does not reflect the options to purchase
shares of Class B common stock granted after March 31, 2015); and
To the extent an award is paid out in cash rather than
shares, such cash payment will not result in a reduction in the number of
shares available
for issuance under the 2014 Plan.
On July 21, 2017, the board of directors of Croe, subject to the approval of Croe stockholders, adopted the Croe, Inc. 2017 Equity Incentive Plan and authorized the reservation of 5,000,000
shares of common stock
for issuance pursuant to awards granted thereunder.
We also intend to register all
shares of common stock that we may issue under our equity incentive plans, including 5,448,749
shares reserved
for future
issuance under our equity incentive plans as of May 15, 2010.
After this offering, we will have an aggregate of
shares of common stock authorized but unissued and not reserved
for issuance under our equity incentive plans, options granted to our founders or otherwise.
The committee is responsible
for implementing the declaration of dividends, authorizing the
issuance of stock, administering the dividend reinvestment plan and implementing
share repurchase plans.
5,448,749
shares of common stock reserved as of May 15, 2010
for future
issuance under our equity incentive plans; and
On March 9, 2017, the Company issued (i) 125,000
shares of common stock of the Company to Redwood Fund LP («Redwood») in exchange
for cash of $ 200,000; and (ii) 125,000
shares of common stock of the Company to Imperial Strategies, LLC («Imperial Strategies») in exchange
for certain services rendered, valued at $ 200,000, as of the date of such
issuance.
Coalitions build cities» capacity through an education program, providing cities with: tools; support by connecting them with organisations who can prepare them
for green bonds
issuance; and a platform
for knowledge and best practice
sharing between cities» treasuries.
Bitcoin is a decentralized money that utilizations
shared innovation, which empowers all capacities,
for example, cash
issuance, exchange handling and confirmation to be completed on the whole by the system.
During Moody's earnings conference call, management addressed shareholder return items, reiterating that the company would aim
for a modest $ 200 million in
share repurchases in 2018 — just enough to offset dilution from employee
share issuance.
From a founder perspective, instead of diluting their stake in the company through various rounds of private financing and spending a vast amount of time and effort on building up both a brand and a customer base, the
issuance of proprietary tokens to over 10,000 investors (as was the case with Bancor
for example) creates an immediately incentivised populace willing to spread the company's name if it delivers on its promised product or service whilst simultaneously having not given away a single
share of the company to institutional investors.
Perpetual step - up preference
shares (which are classified as equity
for tax and accounting purposes) have accounted
for the majority of
issuance by both financial and non-financial institutions since the previous Statement.
Shareholder Approval Requirements: NYSE American requires a listed company to obtain the approval of its shareholders
for certain types of securities
issuances, including private placements that may result in the
issuance of common
shares (or securities convertible into common
shares) equal to 20 % or more of presently outstanding
shares for less than the greater of book or market value of the
shares.
Finally, GM's quick repayment of the loans has whetted the appetite of some commentators (including DeCloet)
for the ultimate repayment of the full government contribution. That would occur through the
issuance of public equity by GM and Chrysler, creating a market
for those stocks into which the government would presumably sell its
shares. There is even some nefarious language in the rescue packages requiring the government to sell off its
shares within specified, relatively aggressive timelines. The more I think about it, the less this makes sense — neither
for the auto industry, nor
for taxpayers. Why not hang onto the equity stake? If the companies recover and the equity gains market value, then the government will be able to claim that on its balance sheet (hence officially recouping the cost of its written - off contributions and creating a budgetary gain).
The following table sets forth information regarding outstanding stock options and restricted stock units as well as
shares reserved
for future
issuance under the foregoing plans as of January 31, 2016:
The Narula Group has agreed to accept the first $ 2,660,000 of its Achieved Margin
Share through the issuance of 950,000 shares of RIBT's common stock at a fixed purchase price of $ 2.80 per share («Margin - for - Shares Mechanism»), representing a premium of 52 % to the closing price on the date immediately prior to sig
Share through the
issuance of 950,000
shares of RIBT's common stock at a fixed purchase price of $ 2.80 per share («Margin - for - Shares Mechanism»), representing a premium of 52 % to the closing price on the date immediately prior to si
shares of RIBT's common stock at a fixed purchase price of $ 2.80 per
share («Margin - for - Shares Mechanism»), representing a premium of 52 % to the closing price on the date immediately prior to sig
share («Margin -
for -
Shares Mechanism»), representing a premium of 52 % to the closing price on the date immediately prior to si
Shares Mechanism»), representing a premium of 52 % to the closing price on the date immediately prior to signing.
One of our first orders of business will include the
issuance of Fan Pass, Inc.
shares to be provided to all Friendable shareholders of record as a distribution, dividend or other method best suited
for this transfer.»
Specific information about a PIV Applicant or Cardholder will be
shared with FAA employees and its contractors who have a «need to know»
for implementation of the FAA PIV card
issuance, physical access control system (PACS), and logical access control systems (LAACS).
The fund employs leverage through the
issuance of senior fixed rate notes which creates an opportunity
for increased income, but, at the same time, creates special risks (including the likelihood of greater volatility of net asset value and market price of common
shares).
We'll ignore minor acquisitions, so first we'll look at Liquid Development — cash outlay &
share issuance are reflected in the FY results, but only a third of its $ 7.5 million annual revenue is captured, so that's a $ 5.0 million revenue bump
for FY - 2016.
According to the merger document 4.5 million MYRX
shares were reserved
for issuance under restricted stock and option incentive plans (potential dilution of about 15 %).