COMMON AND PREFERRED STOCK. The Company had five million shares of preferred stock authorized but unissued at June 30, 1999, and December 31, 1998.
COMMON AND PREFERRED STOCK o The holders of the old common and preferred stock of Talon ("Old Equity") will receive three series of warrants representing a total of 20.0% of the fully diluted equity of Holdings with exercise prices pursuant to the schedule below.
COMMON AND PREFERRED STOCK. The Company had five million shares of preferred stock authorized but unissued at March 31, 2001, and December 31, 2000. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. HISTORICAL OVERVIEW AND OUTLOOK IDEX sells a broad range of proprietary pump products, dispensing equipment and other engineered products to a diverse customer base in the United States and internationally. Accordingly, IDEX's businesses are affected by levels of industrial activity and economic conditions in the United States and in other countries where its products are sold and by the relationship of the U.S. dollar to other currencies. Among the factors that influence the demand for IDEX's products are interest rates, levels of capacity utilization and capital spending in certain industries, and overall industrial activity. IDEX has a history of above-average operating margins. The Company's operating margins are impacted by, among other things, utilization of facilities as sales volumes change and inclusion of newly acquired businesses, which may have lower margins and whose margins are normally further reduced by purchase accounting adjustments. IDEX reported record sales; however, recorded lower net income and earnings per share for the three months ended March 31, 2001 compared with the corresponding period of the prior year. New orders for the first quarter totaled $189.7 million, 2% below the comparable 2000 period. Excluding the impact of foreign currency and the four acquisitions made during the last year (Ismatec -- April 2000, Trebor -- May 2000, Class 1 -- January 2001 and Liquid Controls -- January 2001), orders were 11% lower than the record first quarter of 2000 but showed an 8% improvement from the fourth quarter of last year. During the first quarter, backlog increased $2.3 million and IDEX ended the quarter with a typical unfilled order backlog of slightly over one month's sales. This customarily low level of backlog allows the Company to provide excellent customer service, but also means that changes in orders are felt quickly in operating results. The following forward-looking statements are qualified by the cautionary statement under the Private Securities Litigation Reform Act set forth below. Management is very optimistic about the short- and long-term prospects of the Company. Looking ahead to the second quarter, the Company believes its sales and earnings will be higher than the first quarter of 2001. However, IDEX ...
COMMON AND PREFERRED STOCK o The holders of the old common and preferred stock of Talon ("Old Equity") will receive three series of warrants representing a total of 20.0% of the fully diluted equity of Holdings with exercise prices pursuant to the schedule below. o Warrants: The Old Equity will receive 3 series of warrants. The Series A and Series B warrants will each represent 2.5% of the stock of Holdings. The Series C warrants will represent 15.0% of the stock of Holdings. The exercise price of each series of warrants has been set in the chart below at a level representing a recovery of the face value of the 9.625% Notes for the Noteholders, assuming 10,000,000 shares initially issued (300,000 to the Old Equity; and 9,700,000 to the Noteholders and any other unsecured creditors receiving shares on their claims), and taking into account dilution created by any preceding series of Series A and B warrants:
COMMON AND PREFERRED STOCK. Common Stock The Company has an authorized capitalization of 470,000,000 shares of common stock with a par value of $.001. At June 30, 2008 and December 31, 2007 there were 171,954,685 and 197,454,685 common shares issued and outstanding, respectively. As of February 15, 2008, an amended Rule 144, as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, became effective. This new rule creates an exemption from registration for all shares held by affiliates of non-reporting companies after a one year holding period as opposed to the two year holding period required by Rule 144 prior to the effective date of the amended Rule 144. (See Rule 144 (b)(1)(ii) and (d)(1)(ii)). In light of the sweeping changes in Rule 144, it is management's opinion that all of the issued and outstanding common shares of the Company are eligible for resale under the terms of Rule 144, with the exception of 10,000,000 Common shares, 1,000,000 shares of Class F Preferred Stock, 100,000 Shares of Class Z Preferred Stock (although any shares issued in conversion of Class Z Stock may be eligible for removal of restrictions, subject to opinion of counsel, because the shares were issued in exchange for preexisting debt securities of the company, that have been held more than one year) issued during 2008, to affiliates, in connection with the acquisitions of Mediatechnics Systems, Inc. and Media Master Corporation no other shares of Common Stock are currently held by any affiliate. During the second quarter ended June 30, 2008 the Company issued 25,500,000 restricted common shares to seven individuals for $255,000 of cash. Preferred Stock The Company has an authorized capitalization of 20,000,000 shares of preferred stock with a par value of $.001. At June 30, 2008 there were 1,000,000 Preferred Shares Class D authorized and issued. Each share of Class D Preferred Stock carries 200 votes. It has the right to convert to common stock at a ratio of 20 shares of common per every share of Class D Convertible Preferred Stock irrespective of the trading price of the common stock. The entire class of Preferred Shares are owned by Xxx Xxxx, a director, giving him 32.9% of the votes of the voting shares of the Company. At June 30, 2008 there were 100,000 Preferred Shares Class E authorized and issued. Class E Preferred Stock has no voting rights. It has the right to convert to common stock at a ratio of 100 shares of common per every share of Class E Convertible Pre...
COMMON AND PREFERRED STOCK. One percent (1%) of the shares of the Reorganized Company to be distributed on account of old common and preferred stock of the Company. - Series A Warrants: Five year term; cash exercise price at an amount representing a market value equivalent to the full claim of (i) the holders of the 10% Notes plus (ii) all other creditors receiving shares of new common stock in the Reorganized Company; providing for a 7.5% equity stake in the Reorganized Company. The Series A Warrants: (i) shall contain customary anti-dilution provisions; (ii) shall contain additional customary protections found in warrants to the effect that in the event of any combination or subdivision of the outstanding shares (including but not limited to in reverse stock splits), the Series A Warrant shares and cash exercise price shall be adjusted proportionately; and (iii) shall not be subject to any future valuation or pricing premised upon the Black-Scholes formula or any other valuation methodology. - Shares of new common stock and Series A Warrants shall be allocated between old common stock and preferred stock pursuant to Company proposal, as follows: - 92.3% of the shares of new common stock and Series A Warrants shall be allocated to the class of existing common stock interests and distributed pro rata according to the number of common shares. TERM SHEET TO LOCKUP AGREEMENT REGARDING CHAPTER 11 RESTRUCTURING OF METAL MANAGEMENT, INC. - 7.7% of the shares of new common stock and Series A Warrants shall be allocated to the class of existing preferred stock interests and distributed pro rata according to liquidation preference. - In the event that any class of preferred stock votes to reject the Plan, then the allocation to such class of preferred stock shall be allocated instead to the holders of the 10% Notes. - If the Bankruptcy Court determines that the allocation of consideration provided herein to old common stock is prohibited, then the allocation to old common stock shall be allocated instead to holders of the 10% Notes. - On the Effective Date of the Plan, all shares of old common and old preferred stock of the Company, and all options, warrants and other rights in respect of such common and preferred stock, shall be cancelled, extinguished and discharged.
COMMON AND PREFERRED STOCK. Each share of Parent’s common stock, $0.001 par value and each share of the Parent’s designated preferred stock, par value $0.001 per share (together the “Parent Stock”), issued and outstanding immediately before the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, on a one for one basis, into and become validly issued, fully paid and nonassessable shares of the Surviving Corporation’s common stock, $0.001 par value, or validly issued, fully paid and nonassessable shares of the Surviving Corporation’s designated preferred stock, par value $0.001 per share, as applicable (together the “Surviving Corporation Stock” or “Subsidiary Stock”), and each unissued share of Parent Stock held in Parent’s treasury shall be canceled without any consideration being issued or paid therefor.
COMMON AND PREFERRED STOCK. During fiscal 1998, the Company issued 4,160,501 shares of Common Stock under its broad-based employee stock option plans, and a total of 477,541 shares of Common Stock under its 1989 Stock Incentive and Dividend Reinvestment and Stock Purchase Plans. In addition, the Company distributed a total of 49,541 shares of Common Stock from treasury under its 1989 Stock Incentive Plan. Also during fiscal 1998, the Company repurchased 3,158,373 shares of Common Stock. At June 30, 1998, 20,539,449 shares of Common Stock were reserved for issuance under the Company's broad-based employee stock option plans; 7,663,763 shares of Common Stock were reserved for issuance under the 1989 Stock Incentive Plan; 5,664,421 shares of Common Stock were reserved for conversion of the ESOP Preferred Stock; and 248,215 shares of Common Stock were reserved for issuance under the Non-Employee Directors' Stock Plan. In addition, 1,500,000 shares of preferred stock were reserved for issuance under the Shareowner Rights Plan. The Shareowner Rights Plan is designed to enhance the ability of the Board of Directors to protect shareowners against attempts to acquire Delta that do not offer an adequate price to all shareowners, or that are otherwise not in the best interest of the Company and its shareowners. Under this plan, each outstanding share of Common Stock is accompanied by a preferred stock purchase right which entitles the holder to purchase from the Company 1/100 of a share of Series D Junior Participating Preferred Stock for $300, subject to adjustment in certain circumstances (Purchase Price). The rights become exercisable only after a person or group acquires beneficial ownership of 15% or more of the Common Stock or commences a tender or exchange offer that would result in such person or group beneficially owning 15% or more of the Common Stock. The rights expire on November 4, 2006, and may be redeemed by Delta for $0.01 per right until 10 business days following the announcement that a person or group beneficially owns 15% or more of the Common Stock. Subject to certain conditions, if a person or group becomes the beneficial owner of 15% or more of the Common Stock, each right will entitle its holder (other than certain acquiring persons) to purchase, for the Purchase Price, Common Stock having a market value of twice the Purchase Price. In addition, subject to certain conditions, if Delta is involved in a merger or certain other business combination NOTES TO CONSOLIDATED FIN...
COMMON AND PREFERRED STOCK. The authorized common stock of the Company consists of 1,000 shares of Company Common Stock, of which 300 shares of Company Common Stock are validly issued fully paid and non-assessable. Two hundred (200) issued and outstanding shares are held of record by the Shareholders and 100 Shares are held in treasury. The authorized preferred stock of the Company consists of 6,500 Shares, $100 par value, none of which have been issued. The Company will not issue any additional shares of Company Common Stock or any Shares of preferred stock between the date hereof through the Closing Date. No shares of the common stock or of the preferred stock of the Company have been issued in violation of the preemptive rights of any past or present shareholder. As of Closing, there shall be no outstanding subscriptions, shares of common stock, shares of preferred stock, calls, warrants, options, contracts, commitments, or demands relating to the common or preferred stock of the Company or other agreements of any character under which the Company would be obligated to issue or purchase shares of its common or preferred stock. As of Closing, there shall be no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. As of Closing, there is no voting agreement, voting trust, proxy, or other agreement or understanding with respect to the voting of the common or preferred stock or the equity interests of the Company. The Company has no commitments to issue or sell any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of its common or preferred stock and no securities or obligations evidencing any such rights are outstanding.
COMMON AND PREFERRED STOCK. Euronet shall receive 4.9% of the issued and outstanding shares of common and preferred stock in MDI immediately upon the closing of one or more Transactions equaling or greater than one million dollars in certificate form. In addition, for the duration of this agreement, MDI shall issue all necessary shares to maintain Euronet's 4.9% ownership of MDI excluding any shares Euronet receives in connection with the Initial Retainer or other source. The stock should bear a restriction legend but is subject to piggyback registration rights as set forth in this Agreement. The execution of this Agreement by MDI shall constitute an endorsement of the stock certificate.
