Sentences with phrase «shares of common stock including»

Davis Polk advised Equinix, Inc. on its SEC - registered follow - on public offering of 6,069,444 shares of common stock including 791,666 shares that the underwriters purchased pursuant to their option to purchase additional shares.

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..

Not exact matches

HOUSTON, April 20, 2018 (GLOBE NEWSWIRE)-- Bellicum Pharmaceuticals, Inc. (NASDAQ: BLCM) a clinical stage biopharmaceutical company focused on discovering and developing cellular immunotherapies for cancers and orphan inherited blood disorders, today announced the closing of its previously announced underwritten public offering of 9,200,000 shares of its common stock, including 1,200,000 shares sold pursuant to the underwriters» full exercise of their option to purchase additional shares, at a public offering price of $ 7.50 per share.

The firm's plan also includes an up to $ 11.5 billion of common stock repurchases, compared to $ 8.3 billion in share repurchases in the four quarters ended in the first quarter of 2017.

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.

The firm's investigation seeks to determine, among other things, whether the Company's Board of Directors failed to satisfy their duties to shareholders, including whether the Board adequately pursued alternatives to the acquisition and whether the Board obtained the best price possible for the Company's shares of common stock.

While his explanation may include a bit of vanity, the stocks those investors owned in common went down — including Zoetis, more than a fifth of whose shares are controlled by hedge funds.

Pursuant to rules of the Ontario Securities Commission, the Autorité des Marchés Financiers and the Universal Market Integrity Rules for Canadian Marketplaces, the underwriters may not, throughout the period of distribution, bid for or purchase shares of our common stock except in accordance with certain permitted transactions, including market stabilization and passive market making activities.

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

From January 1, 2008 through December 31, 2010, the Registrant granted to its employees, consultants and other service providers options to purchase an aggregate of 12,566,833 shares of common stock under the Registrant's Amended and Restated 2003 Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February stock under the Registrant's Amended and Restated 2003 Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February stock that were repriced on a one - for - one basis to $ 2.32 per share in February 2009.

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&raqstock 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&raqstock purchase plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang&raqStock outstanding (commonly referred to as the «overhang»).

You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before deciding whether to purchase shares of our Class A common stock.

From January 1, 2008 through December 31, 2010, the Registrant granted to certain executive officers, directors and other investors options and rights to purchase an aggregate of 8,196,662 shares of common stock under the 2003 Plan at exercise prices ranging from $ 2.00 to $ 6.20 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February 2009.

Amounts reported under «Number of Shares of Common Stock Beneficially Owned as of February 22, 2010» include the number of shares subject to stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the rShares of Common Stock Beneficially Owned as of February 22, 2010» include the number of shares subject to stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the riStock Beneficially Owned as of February 22, 2010» include the number of shares subject to stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the rshares subject to stock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the ristock options and RSUs that become exercisable or vest within 60 days of February 22, 2010 (which are shown in the columns to the right).

The proxy holders (that is, the persons named as proxies on the proxy card) will vote your shares of Common Stock in accordance with your instructions at the Annual Meeting (including any adjournments or postponements thereof).

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.

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 Company's issuance of shares of common stock, including the additional shares that will be authorized if the proposal is adopted, may dilute the equity ownership position of current holders of common stock and may be made without stockholder approval, unless otherwise required by applicable laws or NYSE regulations.

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.

Capital Stock - Capital stock is the number of shares a specific company has authorized for sale in accordance with the company's charter, and that includes both common stocks and preferred stStock - Capital stock is the number of shares a specific company has authorized for sale in accordance with the company's charter, and that includes both common stocks and preferred ststock is the number of shares a specific company has authorized for sale in accordance with the company's charter, and that includes both common stocks and preferred stocks.

the Company's significant strategic accomplishments in 2011, including returning $ 5.0 billion to stockholders in the form of a 140 % common stock dividend increase and repurchasing 86 million common shares, successfully completing the Wachovia merger integration, and implementing the Company's expense management and efficiency initiative; and

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.

The Class A shares are essentially the preexisting common stock under a new name, retaining all of its former attributes, including the usual one vote per share.

Kraft Heinz requests that a copy of this press release be included with all distributions of materials relating to TRC's mini-tender offer related to shares of Kraft Heinz's common stock.

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.

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;

As of December 31, 2015 and 2016, 80.5 million shares of common stock subject to RSUs and 180.5 million shares of common stock subject to RSUs were outstanding, respectively, and included both service - based and performance conditions to vest.

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.»

Nevertheless, sales of substantial amounts of our Class A common stock, including shares issued upon exercise of outstanding stock options or warrants or settlement of RSUs, in the public market following this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

the sale of shares of common stock in an underwritten public offering that occurs during the restricted period, including any concurrent exercise (including a net exercise or cashless exercise) or settlement of outstanding equity awards granted under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus in order to sell the shares of common stock delivered upon such exercise or settlement in such underwritten public offering; provided that, if required, any public report or filing under Section 16 of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us of shares or securities was solely to us pursuant to the circumstances described in this clause; or

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 --

In the years ended December 31, 2015 and 2016 our potential dilutive shares, such as stock options, RSUs, common stock subject to repurchase, and shares of convertible Series A, A-1, B, and C preferred stock were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive.

The adjustment assumes there will be no additional distribution in the event the gross proceeds from the offering exceed the anticipated gross proceeds (including as a result of the exercise by the underwriters of their option to purchase additional shares of Class A common stock).

Subject to the provisions of our 2016 Plan, the administrator determines the other terms and conditions of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our 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 will be no less than 100 % of the fair market value per share on the date of grant.

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 economic outlook.

The Company's board of directors also approved an additional distribution to its members, to the extent the gross proceeds of the Company's planned initial public offering exceed the anticipated gross proceeds (including as a result of the exercise by the underwriters of their option to purchase additional shares of Class A common stock), in an amount equal to the product of (A) the increased gross proceeds and (B) 0.273, to be paid from the proceeds of the Company's planned initial public 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 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.

Subject to the provisions of our 2010 Plan, the administrator determines the terms of stock appreciation rights, including when such rights vest and become exercisable and whether to settle such awards in cash or with shares of our 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 will be no less than 100 % of the fair market value per share on the date of grant.

Subject to the provisions of our 2013 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our 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 will be no less than 100 % of the fair market value per share on the date of grant.

Important factors that may affect the Company's business and operations and that may cause actual results to differ materially from those in the forward - looking statements include, but are not limited to, operating in a highly competitive industry; changes in the retail landscape or the loss of key retail customers; the Company's ability to maintain, extend and expand its reputation and brand image; the impacts of the Company's international operations; the Company's ability to leverage its brand value; the Company's ability to predict, identify and interpret changes in consumer preferences and demand; the Company's ability to drive revenue growth in its key product categories, increase its market share, or add products; an impairment of the carrying value of goodwill or other indefinite - lived intangible assets; volatility in commodity, energy and other input costs; changes in the Company's management team or other key personnel; the Company's ability to realize the anticipated benefits from its cost savings initiatives; changes in relationships with significant customers and suppliers; the execution of the Company's international expansion strategy; tax law changes or interpretations; legal claims or other regulatory enforcement actions; product recalls or product liability claims; unanticipated business disruptions; the Company's ability to complete or realize the benefits from potential and completed acquisitions, alliances, divestitures or joint ventures; economic and political conditions in the United States and in various other nations in which we operate; the volatility of capital markets; increased pension, labor and people - related expenses; volatility in the market value of all or a portion of the derivatives we use; exchange rate fluctuations; risks associated with information technology and systems, including service interruptions, misappropriation of data or breaches of security; the Company's ability to protect intellectual property rights; impacts of natural events in the locations in which we or the Company's customers, suppliers or regulators operate; the Company's indebtedness and ability to pay such indebtedness; the Company's ownership structure; the impact of future sales of its common stock in the public markets; the Company's ability to continue to pay a regular dividend; changes in laws and regulations; restatements of the Company's consolidated financial statements; and other factors.

You should read the following summary together with the more detailed information appearing in this prospectus, including «Risk Factors,» «Selected Consolidated Financial Data,» «Management's Discussion and Analysis of Financial Condition and Results of Operations,» «Business» and our consolidated financial statements and related notes before deciding whether to purchase shares of our Class A common stock.

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 optstock 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 optStock 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 optstock unit awards and 3.608 million shares were then subject to outstanding stock optstock options.

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.

We have based our calculation of the number of shares outstanding after the offering and the percentage of beneficial ownership after the offering on shares of our common stock outstanding immediately after the completion of this offering, including shares that we estimate will be issued pursuant to the 2014 Recapitalization assuming an initial public offering price of $ per share (the midpoint of the price range on the cover of this prospectus), and no exercise of the underwriters» overallotment option to purchase shares from the selling stockholders.

Holders of an aggregate of approximately million additional shares of our common stock as of, 2010, will have rights, subject to some conditions and any applicable lock - up agreement described in the «Underwriting» section of this prospectus, to include their shares in registration statements that we may file for ourselves or other stockholders.

outstanding warrants to purchase shares of our common stock, including our Related - Party Warrants, either (i) would be exchanged for shares of our common stock depending in part on the initial public offering price of this offering, (ii) would be exercised to the extent the exercise price per share provided for therein is less than the initial public offering price of this offering or (iii) would expire or otherwise be cancelled; and

However, these provisions may have the effect of delaying, deterring or preventing a merger or acquisition of our company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares of Class A common stock held by stockholders.