The convertible security issued by MNOV would allow each AVGN stockholder at their election to either (i) convert
each share of the convertible security into MNOV at a conversion price of $ 4.00 per share or (ii) have the convertible security redeemed for cash in an amount per share that represents the Net Cash Assets per share of AVGN.
Not exact matches
Convertible bonds are
securities that pay interest, but give the bondholders the right to convert them to equity
shares; they're basically a way to bet on the growth potential
of a company without taking the risk
of buying common
shares.
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.
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.
Convertible Auction Rate Preferred Stock - a convertible auction rate preferred stock is a certain type of an auction related preferred stock that can be converted into shares of the underlying security an underlying security is a commodity or security, which is subject to delivery when an option is exercised on a convertibl
Convertible Auction Rate Preferred Stock - a
convertible auction rate preferred stock is a certain type of an auction related preferred stock that can be converted into shares of the underlying security an underlying security is a commodity or security, which is subject to delivery when an option is exercised on a convertibl
convertible auction rate preferred stock is a certain type
of an auction related preferred stock that can be converted into
shares of the underlying
security an underlying
security is a commodity or
security, which is subject to delivery when an option is exercised on a
convertibleconvertible security.
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
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.
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;
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
convertible notes payable were
convertible at the election
of the note holder into either the
securities issuable in a subsequent round
of financing at the per
share price
of such financing, or into Series D
convertible preferred stock at a per
share price
of $ 2.44.
Given the absence
of a public trading market
of our common stock, and in accordance with the American Institute
of Certified Public Accountants Accounting and Valuation Guide, Valuation
of Privately - Held Company Equity
Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our common stock, including independent third - party valuations of our common stock; the prices at which we sold shares of our convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack of marketability of our common stock; the hiring of key personnel and the experience of our management; the introduction of new products; our stage of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economi
Securities Issued as Compensation, our board
of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate
of fair value
of our common stock, including independent third - party valuations
of our common stock; the prices at which we sold
shares of our
convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges
of our
convertible preferred stock relative to those
of our common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack
of marketability
of our common stock; the hiring
of key personnel and the experience
of our management; the introduction
of new products; our stage
of development and material risks related to our business; the fact that the option grants involve illiquid
securities in a private company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economi
securities in a private company; the likelihood
of achieving a liquidity event, such as an initial public offering or a sale
of our company given the prevailing market conditions and the nature and history
of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic outlook.
offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose
of any
shares of our common stock, options or warrants to purchase
shares of our common stock or
securities convertible into, exchangeable for or that represent the right to receive
shares of our common stock; or
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.
We, our executive officers and directors and substantially all
of our stockholders and holders
of options and warrants have agreed that, for a period
of 180 days from the date
of this prospectus, subject to customary limited exceptions, we and they will not, without the prior written consent
of Barclays Capital Inc. and Deutsche Bank
Securities Inc., dispose of or hedge any shares or any securities convertible into or exchangeable for our com
Securities Inc., dispose
of or hedge any
shares or any
securities convertible into or exchangeable for our com
securities convertible into or exchangeable for our common stock.
Bonds and stock
of Germany's largest bank have plunged this year, with the
shares shedding 39 percent
of their value and its contingent
convertible bonds — known as CoCos, or additional Tier 1
securities — turning in a similar performance.
To provide superior long - term investment returns by investing in a diversified portfolio
of Canadian common
shares,
convertible debentures and other equity related
securities.
The model «
Convertible Security» Yokum has published also incorporates that clever feature of more sophisticated note templates, whereby the holder of the convertible instrument gets no more preferred equity for her investment than does the new money in the Qualified Financing, and takes her discount in the form of com
Convertible Security» Yokum has published also incorporates that clever feature
of more sophisticated note templates, whereby the holder
of the
convertible instrument gets no more preferred equity for her investment than does the new money in the Qualified Financing, and takes her discount in the form of com
convertible instrument gets no more preferred equity for her investment than does the new money in the Qualified Financing, and takes her discount in the form
of common
shares.
To provide investors with a source
of monthly income, with the potential for long - term growth through capital appreciation and growth in dividends by investing primarily in common
shares,
convertible debentures and other equity related
securities of U.S. issuers.
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.
It is a multi-asset fund but it is largely unconstrained: it targets US and international income - producing
securities including common stock, high - yield and investment grade debt, preferred
shares and
convertibles, and a variety
of hedges including gold, precious metals, currency forward contracts, and inflation - linked vehicles.
The
convertible security issued by MediciNova as consideration would allow each Avigen stockholder at their election to either (i) convert each
share of such
convertible security into
shares of MediciNova common stock at a conversion price
of $ 4.00 per
share at certain pre-specified accelerated conversion dates or the Final Conversion Date or (ii) have the
convertible security redeemed by MediciNova on the Final Conversion Date for cash in an amount per
share which represents the Net Cash Assets per
share of Avigen.
Our present thinking, based upon the information in publicly available documents and preliminary due diligence, is that we would offer as consideration a combination
of registered MediciNova common stock and
shares of a MediciNova
convertible security for each
share of Avigen common stock outstanding.
According to this filing, MNOV proposes to offer AVGN stockholders a pro rata portion
of 1.75 M
shares of MNOV and a
convertible security representing AVGN's «Net Cash Assets,» which MNOV defines as AVGN's cash remaining after it is wound up less $ 7M paid to be paid to MNOV.
The count
of shares is also «diluted,» which means it accounts for all possible
convertible securities that could be transformed into common stock.
A performance metric used to gauge the quality
of a company's earnings per
share (EPS) if all
convertible securities were exercised.
The plan is to invest tactically in a wide variety
of security types including junk bonds, bank loans,
convertibles, preferred
shares, CDOs and so on.
A
security, usually a debenture or preferred
share, which is
convertible into or exchangeable for another
security (usually common
shares)
of the same company.
An offer by an issuer to
security holders to buy back any
of its own
shares or other
securities convertible into its
shares.
Citigroup announces the preliminary results
of its offers to exchange its publicly held
convertible and non-
convertible preferred and trust preferred
securities for newly issued
shares of its common stock.
The equity
securities in which the Fairholme Fund may invest include common and preferred stock (including
convertible preferred stock), partnership interests, business trust
shares, interests in real estate investment trusts («REITs»), rights and warrants to subscribe for the purchase
of equity
securities, and depository receipts.
The secured
convertible notes will be
convertible on the final business day
of each month into
shares of MediciNova common stock at a conversion price
of $ 6.80 per
share, which conversion price is based on the volume - weighted average price
of MediciNova's common stock as quoted on Nasdaq and the Osaka
Securities Exchange over the 20 trading days prior to signing
of the merger agreement.
Besides handling purchases and sales, the program needs to process a full range
of transactions, including receipts
of interest and dividends, stock splits, option expirations and conversion
of derivative
securities, such as options, warrants and
convertible bonds, into their underlying stock
shares.
Convertible bonds may be converted into
shares of another
security — usually common stock — under certain terms stated in the indenture.
In addition, CMA CGM, the third largest container shipping group in the world, has committed to make a strategic cornerstone investment in CEVA Logistics by purchasing CHF 379 million
of mandatory
convertible securities which will convert into
shares of CEVA Logistics once certain regulatory approvals have been obtained.
In October 2016, we issued a dividend
of one
share of Class A common stock on all outstanding
shares and
securities convertible into
shares of our capital stock, which we refer to as the Class A Dividend.
The
shares are not
convertible into or exchangeable for any other
securities of SPG.