Preferred shares have «preference» and rank higher
than common shares in a corporate liquidation.
Preferred stocks can offer investors greater assurances
than common shares in terms of both knowing that they will receive the dividend payment and knowing what the dividend amount will be.
Not exact matches
Agnieszka believes that finding the right team,
sharing common goals — more
than dreams of venture capital - results
in the best chance of creating a successful company.
And
in that way, they
share more
in common with entrepreneurs
than you might realize.
In the process, she also helps us to see that we all share more in common than you might thin
In the process, she also helps us to see that we all
share more
in common than you might thin
in common than you might think.
To give up control, he received US$ 300 million plus
common shares worth another US$ 563 million at the time (thanks to a jump
in share value related to his departure, these
shares more
than doubled
in value after the transaction was done).
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.
«During the quarter, we returned more
than $ 3 billion
in capital to
common shareholders which helped drive a significant improvement
in earnings per
share.»
I hold no more
than $ 50,000 (June 22, 2016 market value)
in common shares in any of these companies.
Prior investors
in our
common stock have paid substantially less per
share than the price per
share that you will pay
in this offering.
Other characteristics that are
shared due to the
common methodology include: (1) The estimates encompass both transfers and changes
in society's real resources (the latter being benefits
in the context of the 2016 RIA but costs
in this RIA because gains are forgone); (2) the estimates have a tendency toward overestimation
in that they reflect an assumption that the April 2016 Fiduciary Rule will eliminate (rather
than just reduce) underperformance associated with the practice of incentivizing broker recommendations through variable front - end - load
sharing; and (3) the estimates have a tendency toward underestimation
in that they represented only one negative effect (poor mutual fund selection) of one source of conflict (load
sharing),
in one market segment (IRA investments
in front - load mutual funds).
Berkshire's cost for a
common equity stake of 320 million
shares in the new company will be $ 9.5 billion, or «a little less
than $ 30 a
share,» Buffett told CNBC on Wednesday.
To determine the Fair Value of one
share of
common stock, we relied on the Hybrid Method,
in which we utilized the PWERM to allocate the value under certain Initial Public Offering (IPO) scenarios, and the OPM to allocate the value under scenarios other
than an IPO (the All Other scenario).
«Total CEO realized compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported
in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option exercised by Mr. Musk
in such year
in connection with which
shares of stock were also sold other
than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla
common stock at the time of exercise on the exercise date and the exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk
in such year
in connection with which
shares of stock were also sold other
than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla
common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk
in respect of any
shares sold to cover tax liabilities as described
in (ii) and (iii) above, following the payment of such amounts.
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.
Later that day, the Wall Street Journal reported that Morgan Stanley had stepped
in to stabilize the stock, using what is referred to
in finance as a «greenshoe option» — a
common stipulation
in the IPO agreement that lets underwriting banks sell more
shares to investors
than they are allotted.
Under applicable tax rules, an employee may purchase no more
than $ 25,000 worth of
shares of
common stock, valued at the start of the purchase period, under the ESPP
in any calendar year.
Pursuant to the Amalgamation, Huayra and Angel AcquisitionCo will amalgamate and the amalgamated company will become a wholly - owned subsidiary of Angel and Angel will acquire all of the 40,388,565 Class A
common shares of Huayra that are expected to be issued and outstanding immediately prior to the implementation of the Amalgamation
in exchange for a like number of post-Subdivision
common shares of Angel at a deemed issue price per
share of not less
than Cdn.
The purchase price of each
Share will be (i) not less
than the net asset value per
Share (the «NAV Per
Share») of the Company's
common stock (as determined
in good faith by the board of directors of the Company or a committee thereof,
in its sole discretion) immediately prior to the Expiration Date (as defined
in the Offer to Purchase)(the date of repurchase) and (ii) not more
than 2.5 % greater
than the NAV Per
Share as of such date, plus any unpaid dividends accrued through the expiration date of the Tender Offer.
Stock options and stock appreciation rights with respect to no more
than 8,000,000
shares of our
common stock may be granted to any one individual
in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000
shares of stock or $ 5 million
in the case of cash - based awards.
In some cases, a lower valuation with lower preferred
share rights may yield a higher economic outcome for
common shareholders
than a higher valuation with a high level of preferred
share rights.
Historically, for shareholders participating
in the DRIP, American Stock Transfer & Trust Company, LLC (the «Plan Agent») used cash dividends to purchase
shares of NHF
in the secondary market when the price of NHF's
shares, plus estimated brokerage commissions, was less
than NAV, or distributed newly issued
common shares when the price of NHF's
shares, plus estimated brokerage commissions, was equal to or greater
than NAV.
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.
No participant will have the right to purchase
shares of our Class A
common stock
in an amount, when aggregated with purchase rights under all our employee stock purchase plans that are also
in effect
in the same calendar year, that have a fair market value of more
than $ 25,000, determined as of the first day of the applicable purchase period, for each calendar year
in which that right is outstanding.
As a result of this dilution, investors purchasing
shares of Class A
common stock
in this offering may receive significantly less
than the full purchase price that they paid for the stock purchased
in this offering
in the event of liquidation.
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.
In addition, no participant will be permitted to purchase more
than 2,500
shares of our Class A
common stock during any one purchase period or a lesser amount determined by our compensation committee.
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.
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.
The 2014 Recapitalization Agreement would also provide that under certain circumstances we may be required to issue new warrants to purchase
shares of our
common stock at an exercise price per
share of $ 0.01 rather
than issue
shares of our
common stock,
in exchange for certain of the Related - Party Notes and Related - Party Warrants.
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.
Indeed, weighing whether having employees and managers as partners can contribute more to all shareholders of a stock market company
than the dilution of a
share plan that is based on newly issued
shares, is
common in stock market companies.
However, a participant may not purchase more
than shares in each offering period and may not subscribe for more
than $ 25,000
in fair market value of
shares of our
common stock (determined at the time the option is granted) during any calendar year.
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
If you own
shares of
common stock
in more
than one account — for example,
in a joint account with your spouse and
in your individual brokerage account — you may have received more
than one notice or more
than one set of paper proxy materials.
Nonstatutory Stock Options, or NSOs, will provide for the right to purchase
shares of our
common stock at a specified price, which may not be less
than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator)
in one or more installments after the grant date, subject to the participant's continued employment or service with us and / or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator.
our currently 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
The underwriters will have an option to buy up to an additional
shares of our
common stock from us to cover sales by the underwriters of a greater number of
shares than the total number set forth
in the table above.
Under the securities laws
in Canada, an «insider» of Caledonia (which would include a shareholder who beneficially owns, controls or has direction over more
than 10 % of Caledonia's
common shares) is required to report their holdings
in accordance with the applicable regulations.
Of course, if some holders of Series A did not act
in their optimal economic interest and convert, then the merger proceeds available to the
common would increase and the
common would receive greater
than $ 1.50 /
share.
In less
than a year, we have repurchased $ 186 million of
common stock under our
share repurchase program, virtually exhausting the Board's original repurchase authorization.
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
common shares.
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.
The Guidelines provide that our CEO must attain ownership of, by no later
than March 14, 2018 or the fifth anniversary of his or her appointment as CEO, and maintain ownership throughout his or her tenure of a number of
shares of our
common stock equal to the lesser of 112,000
shares or the number of
shares equivalent
in value to four times his or her annual salary.
The loudest factions of Christianity and atheism aren't the largest, which presents the occasion for mutual understanding: open, honest, introspective and rational discussion between groups of people who
share more
in common than not.
The most important take - away from a show like «All - American Muslim» is that we Muslims should focus our efforts on showing average Americans that we
share far more
in common with them
than some would like them to believe.
Kelley's solution, which he
shares in common with other moderate separationists, would constrict rather
than protect voluntary religious choice.
«Seventy - five years ago evangelical leader J. Gresham Machen observed that Bible - believing Protestants and faithful Roman Catholics
shared more
in common with one another
than they did with others who denied the deity of Christ, the miracles of Jesus, the Holy Trinity, or the second coming of Christ.
With both groups, of course, we
share a great deal
in common — perspectives and practices more important
than the differences I have listed.