Sentences with phrase «stockholder rights plan»

«We support the redemption of the stockholder rights plan, the plan to declassify the board and the addition of new independent directors.»

Macerich Co. will add two independent directors to its board and end a stockholder rights plan in a settlement with investors who criticized moves put in place to fight off a takeover attempt by Simon Property Group Inc..

In July 2004, the Board of Directors approved the adoption of a stockholder rights plan under which all stockholders of record as of August 10, 2004 received rights to purchase shares of Series A Junior Participating Preferred Stock.

In January 2009, the stockholder rights plan was amended to allow Coghill Capital Management LLC and certain of its affiliates (collectively «Coghill») to hold up to 8,118,410 shares without becoming an acquiring person under the stockholders rights, subject to various conditions set forth in the amendment, including Coghill's execution of and compliance with a standstill agreement.

Autobytel Inc (NASDAQ: ABTL) has amended its stockholder rights plan in response to Trilogy, Inc. increasing its stake to 7.4 %.

In connection with the amendment to the stockholder rights plan, Autobytel also entered into a standstill agreement with CCM, Coghill Capital and Mr. Coghill that contains certain standstill provisions and prohibits CCM, Coghill Capital and Mr. Coghill from taking certain specified actions, including, among other things, a prohibition on any actions that would attempt to direct or influence the management, Board of Directors or policies of Autobytel.

The filing details Nierenberg's agreement with ESIO regarding ESIO's stockholder rights plan, which prevents any stockholder — other than 19.99 % owner Third Avenue Management LLC — from owning more than 15 % of the company.

If elected, BVF's nominees intend to take steps that would benefit all stockholders, including redeeming Avigen's stockholder rights plan, working to consummate the proposed transaction with MediciNova, Inc. («MediciNova») and / or working to complete a distribution of Avigen's assets to all stockholders.

Please see «Proposal No. 1 — Reasons for Removing Existing Directors — We believe the unilateral action by the Board to adopt a «poison pill» is an attempt by the Board and management to ensure the retention of their jobs and their compensation» for further discussion of Avigen's recently adopted stockholder rights plan.

In addition, we believe the Board's implementation of the stockholder rights plan, or «poison pill,» serves no purpose other than to entrench the Board and keep the BVF Group from purchasing additional stock in the Company.

Accordingly, after much consideration we felt compelled to call the Special Meeting to remove the existing directors and to elect new, truly independent directors who, if elected, plan to take actions to benefit all stockholders, including redeeming Avigen's stockholder rights plan, working to consummate the proposed transaction with MediciNova and / or working to complete a distribution of Avigen's assets to all stockholders.

Accordingly, after much consideration we felt compelled to call this special meeting of stockholders to remove the existing directors and to elect new, truly independent directors who, if elected, will take actions to benefit all stockholders, including redeeming Avigen's stockholder rights plan, working to consummate the proposed transaction with MediciNova and / or working to complete a distribution of Avigen's assets to all stockholders.

Not exact matches

Pursuant to our equity compensation plans and certain agreements with certain holders of our capital stock, including Jack Dorsey, Jim McKelvey, Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital, entities affiliated with Rizvi Traverse, and an entity affiliated with Mary Meeker, including an amended and restated right of first refusal and co-sale agreement, we or our assignees have a right to purchase shares of our capital stock which stockholders propose to sell to other parties.

In addition, in connection with the termination of the 2014 Plan upon a sale event, we may make or provide for a cash payment to participants holding vested and exercisable options and stock appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights.

as to Shares deliverable on the exercise of Options or Stock Appreciation Rights, or in settlement of Performance Units or Restricted Stock Units, until the delivery (as evidenced by the appropriate entry on the books of Walmart of a duly authorized transfer agent of Walmart) of such Shares, give the Recipient the right to vote, or receive dividends on, or exercise any other rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock Appreciation Rights) of the related Plan Rights, or in settlement of Performance Units or Restricted Stock Units, until the delivery (as evidenced by the appropriate entry on the books of Walmart of a duly authorized transfer agent of Walmart) of such Shares, give the Recipient the right to vote, or receive dividends on, or exercise any other rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock Appreciation Rights) of the related Plan rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock Appreciation Rights) of the related Plan Rights) of the related Plan Award;

Notwithstanding the authority of the committee under the Plan, except in connection with any corporate transaction involving Walmart, the terms of outstanding plan awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other plan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart stockholdPlan, except in connection with any corporate transaction involving Walmart, the terms of outstanding plan awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other plan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart stockholdplan awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other plan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart stockholdplan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart stockholders.

These conditions include stockholder approval of the performance goals under the 2016 Plan, setting individual annual limits on each type of award, and for awards other than certain stock options and stock appreciation rights, establishing performance criteria that must be met before the award actually will vest or be paid.

The tender offer is conditioned upon, among other things, (i) the BVF Nominees being elected to Avigen's board of directors at a special meeting of stockholders called for that purpose, or otherwise appointed, and constituting a majority of directors on Avigen's board, (ii) the Avigen board redeeming the poison pill rights issued and outstanding under Avigen's Poison Pill Rights Plan, or the Purchaser being satisfied in its reasonable discretion that the Poison Pill Rights are otherwise inapplicable to this tender offer, the Purchaser or any affiliate or associate of the Purchaser and (iii) Avigen not having authorized, recommended, proposed, announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, alternative strategy or relinquishment of any material contract or other right of Avigen or any comparable event or capital depleting transaction not in the ordinary course of busrights issued and outstanding under Avigen's Poison Pill Rights Plan, or the Purchaser being satisfied in its reasonable discretion that the Poison Pill Rights are otherwise inapplicable to this tender offer, the Purchaser or any affiliate or associate of the Purchaser and (iii) Avigen not having authorized, recommended, proposed, announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, alternative strategy or relinquishment of any material contract or other right of Avigen or any comparable event or capital depleting transaction not in the ordinary course of busRights Plan, or the Purchaser being satisfied in its reasonable discretion that the Poison Pill Rights are otherwise inapplicable to this tender offer, the Purchaser or any affiliate or associate of the Purchaser and (iii) Avigen not having authorized, recommended, proposed, announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, alternative strategy or relinquishment of any material contract or other right of Avigen or any comparable event or capital depleting transaction not in the ordinary course of busRights are otherwise inapplicable to this tender offer, the Purchaser or any affiliate or associate of the Purchaser and (iii) Avigen not having authorized, recommended, proposed, announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, alternative strategy or relinquishment of any material contract or other right of Avigen or any comparable event or capital depleting transaction not in the ordinary course of business.

Parity Parity price Participating preferred stock Participating (semi-fixed) Trusts Partnership Par value Passive income Pass - through security Payment date P / E ratio Penny stocks PHA Bonds Phantom income Pink sheets Placement Ratio Plan completion life insurance PN Point Portfolio income Position limits Positions book Pot Power of attorney Pre-dispute arbitration clause Preemptive right Preferred stock Preliminary prospectus Preliminary study Preliminary statement Premium Pre-refunding Pre-sale order Price to Earnings ratio Primary distribution Primary market Prime rate Principal Principal stockholder Principal transactions Private placement Private placement memorandum Private securities transaction Proceeds sale Production purchase program Profile Profit - sharing plans Program trading Progressive tax Project note Prospectus Prospectus delivery period Proxy Prudent Man Rule Public float value Public Housing Authority Bonds Public Offering Public offering price Purchaser's representative Put bond Put option Put spread

Based on our strategic review and ongoing analyses, the Board believes that our current strategic plan is the right plan to build value for our stockholders.