Not exact matches
Consists of (i) 9,809,637 shares of Class C capital
stock to be issued upon exercise of outstanding stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split; and (ii) 11,913,110 shares of Class C capital stock to be issued upon conversion of GSUs that were granted under our 2012 Stock Plan during
stock to be issued
upon exercise of outstanding
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split; and (ii) 11,913,110 shares of Class C capital stock to be issued upon conversion of GSUs that were granted under our 2012 Stock Plan during
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A
stock options and GSUs in April 2014 in connection with the Stock Split; and (ii) 11,913,110 shares of Class C capital stock to be issued upon conversion of GSUs that were granted under our 2012 Stock Plan during
stock options and GSUs in April 2014 in connection with the
Stock Split; and (ii) 11,913,110 shares of Class C capital stock to be issued upon conversion of GSUs that were granted under our 2012 Stock Plan during
Stock Split; and (ii) 11,913,110 shares of Class C capital
stock to be issued upon conversion of GSUs that were granted under our 2012 Stock Plan during
stock to be issued
upon conversion of GSUs that were granted under our 2012
Stock Plan during
Stock Plan during 2014.
Such
conversions of Class B common
stock to Class A common
stock upon transfer will have the effect, over time, of increasing the relative voting power of those holders of Class B common
stock who retain their shares in the long term.
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;
the receipt of shares of common
stock in connection with the
conversion of our outstanding preferred
stock into shares of common
stock; provided that any such shares of common
stock received
upon such
conversion will continue to be subject to the restrictions on transfer set forth in the lockup agreement;
The unaudited pro forma basic and diluted net income per share attributable to common stockholders, which has been computed to give effect to the assumed automatic
conversion of the redeemable convertible preferred
stock into shares of common
stock using the if converted method
upon the completion of a qualifying IPO and the elimination of the revaluation adjustment on the redeemable convertible preferred
stock warrants due to the automatic
conversion of those warrants into common
stock warrants (not subject to revaluation) as though the
conversion had occurred as of the beginning of the period.
Upon the closing of this offering, a total of shares of common stock will be outstanding, assuming the automatic conversion of all outstanding shares of preferred stock into shares of common stock upon the completion of this offering and the issuance of shares of common stock upon the assumed net exercise of warrants that would otherwise expire upon the completion of this offering at an assumed initial public offering price of $ per sh
Upon the closing of this offering, a total of shares of common
stock will be outstanding, assuming the automatic
conversion of all outstanding shares of preferred
stock into shares of common
stock upon the completion of this offering and the issuance of shares of common stock upon the assumed net exercise of warrants that would otherwise expire upon the completion of this offering at an assumed initial public offering price of $ per sh
upon the completion of this offering and the issuance of shares of common
stock upon the assumed net exercise of warrants that would otherwise expire upon the completion of this offering at an assumed initial public offering price of $ per sh
upon the assumed net exercise of warrants that would otherwise expire
upon the completion of this offering at an assumed initial public offering price of $ per sh
upon the completion of this offering at an assumed initial public offering price of $ per share.
It does not discuss all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their particular circumstances or to holders subject to special rules under the Code (including, but not limited to, insurance companies, tax - exempt organizations, financial institutions, broker - dealers, partners in partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes) that hold HP Co. common
stock, pass - through entities (or investors therein), traders in securities who elect to apply a mark - to - market method of accounting, stockholders who hold HP Co. common
stock as part of a «hedge,» «straddle,» «
conversion,» «synthetic security,» «integrated investment» or «constructive sale transaction,» individuals who receive HP Co. or Hewlett Packard Enterprise common
stock upon the exercise of employee
stock options or otherwise as compensation, holders who are liable for the alternative minimum tax or any holders who actually or constructively own 5 % or more of HP Co. common
stock).
Conversion of preferred
stock occurs automatically and immediately
upon the earlier to occur of the closing of a firm commitment underwritten public offering pursuant to an effective registration statement filed covering the offer and sale of common
stock in which (i) the aggregate public offering price equals or exceeds $ 25 million, (ii) with respect to the Series F convertible preferred
stock only, the public offer price per share of which is not less than one times the original issue price of the Series F convertible preferred
stock, (iii) with respect to the Series E convertible preferred
stock only, the public offer price per share of which is not less than one times the original issue price of the Series E convertible preferred
stock and (iv) with respect to the Series D convertible preferred
stock only, the initial public offering price per share of which is not less than two times the original price of preferred
stock, or the date specified by holders of at least 60 % of the then outstanding Series B convertible preferred
stock, Series C convertible preferred
stock, Series D convertible preferred
stock, Series E convertible preferred
stock, Series F convertible preferred
stock and Series G convertible preferred
stock, provided however, that in the event that the holders of at least 65 % of the then outstanding shares of holders Series G convertible preferred
stock, at least a majority of the then outstanding shares of Series F convertible preferred
stock or at least of 65 % of the then outstanding share of Series E convertible preferred
stock do not consent or agree to the
conversion,
conversion shall not be effective to any shares of the relevant series of Series G convertible preferred
stock, Series F convertible preferred
stock or Series E convertible preferred
stock for which the approval threshold was not achieved.
SCH entered into a registration rights agreement with our founders and their family trusts pursuant to which they obtained demand and other rights to have their shares of our common
stock registered for public offer and sale, and we succeeded to this agreement as issuer
upon the
conversion.
The Series A Preferred shall also be convertible into any future series of Preferred
Stock (the «Future Preferred») under either of the following circumstances: (a) if such
conversion is approved by the Board or (b) if such
conversion is in connection with a future Preferred
Stock equity financing in which the Company's fully diluted pre-money valuation is greater than the Company's fully diluted post-money valuation immediately following the Series A Financing contemplated by this term sheet (a «Future Financing»), in either case, on a one - for - one basis (subject to anti-dilution adjustment) at the option of the holder; provided however, if such
conversion is in connection with a Future Financing, that the holder may convert into shares of Future Preferred only in the event that all of such shares of Future Preferred received by the holder
upon conversion are sold to an Approved Investor (as defined below) no later than 90 days following the first closing of the Future Financing at a price per share no lower than the price per share at which the Company sells shares of such Future Preferred in the Future Financing and, provided further, that such Approved Investor is not an affiliate, family member, or related party of the holder.
If dividends cumulate, companies will want all previously accrued but unpaid dividends to be waived
upon the automatic
conversion of the preferred
stock.
The company then registers with the SEC the resale of the common
stock issued in the private placement, or issued
upon conversion of the convertible securities issued in the private placement.
Depending on the type of
conversion, reorganization can offer a potential financial benefit to policyholders, who gain shares in the insurer
upon conversion to a
stock format.
Wouldn't the only logical way to handle this be to adjust the strike prices based on the
stock conversion ratio agreed
upon in the merger?