If the economic characteristics and risks of the embedded conversion feature are clearly and closely related to those of the host contract, then the embedded feature would not be bifurcated from the host contract. Conceptually, bifurcation is not required if the conversion feature bears a close economic relationship to the host contract. The FASB has issued limited guidance on determining the nature of a host contract, as explained in the following paragraphs. Apply either the “whole instrument” or the “chameleon” approach to gauge whether the host contract is more debt-like or equity-like, focusing on redemption and return provisions. The process for determining whether a conversion feature embedded in a debt or equity instrument requires bifurcation is described below in five steps, which correspond to the flowchart in Appendix A.

Other provisions of state law govern whether a shareholder has a direct cause of action or right to sue a director, officer, or shareholder, and this section may not be construed to create that direct cause of action or right to sue. Irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. With respect to uncertificated shares, to the extent the uncertificated shares have been reduced or eliminated due to any sale of those shares before the consummation of the offer.

Study Notes On Preference Shares: Concept And Redeeming Features

Securities traded or dealt in upon one or more securities exchanges for which market quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the primary exchange or, in the absence of a sale on the primary exchange, at the mean between the current bid and ask prices on such exchange. Securities primarily traded in the National Association of Securities Dealers’ Automated Quotation System (“NASDAQ”) National Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price. If market quotations are not readily available, securities will be valued at their fair market value as determined in good faith by the Fund’s fair value committee in accordance with procedures approved by the Board and as further described below. Securities that are not traded or dealt in any securities exchange and for which over-the-counter market quotations are readily available generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid and ask price on such over-the- counter market. During March 2020, virtually all global investment markets encountered exceptional volatility, and the resulting declines in the municipal bond funds and ETFs held in the Fund caused them all to hit their stops, and in the subsequent rally the Fund moved back into municipal bond funds, with that sequence repeating again in April. A shorter period of volatility in August of 2020 led to another series of Sell signals under the risk-mitigation discipline of the Adviser. A short period of volatility in March 2021 led to a series of Sell signals, primarily in Municipal Bonds.

Under the Trust’s Code, the Trustees are permitted to invest in securities that may also be purchased by the Funds. If an option purchased by an Underlying Fund expires unexercised, that Underlying Fund realizes a loss equal to the premium paid. If the Underlying Fund enters into a closing sale transaction on an option purchased by it, the Underlying Fund will realize a gain if the premium received by the Underlying Fund on the closing transaction is more than the premium paid to purchase the option or a loss if it is less. If an option written by an Underlying Fund expires on the stipulated expiration date or if the Underlying Fund enters into a closing purchase transaction, it will realize a gain .

We have appointed UMB Bank, n.a., the trustee under the indenture, as paying agent, conversion agent, debenture registrar and custodian for the debentures. We may, on one or more occasions, suspend the use of this prospectus, as may be amended and supplemented, under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events. Any suspension periods shall not exceed an aggregate of 90 days for all periods in any 12-month period. If we were to sell our chemical business, based upon our current configuration, such sale would not constitute a sale of all or substantially all of our property and assets for purposes of the foregoing.

Mint Vs Expensify Money Management For Business

In general, the maximum U.S. federal income tax rate for non-corporate taxpayers is currently 15% for long-term capital gain that is recognized before January 1, and 35% for short-term capital gain. For corporate taxpayers, both long-term and short-term capital gains are subject to a maximum tax rate of 35%. For both corporate and non-corporate taxpayers, the deductibility of capital losses is subject to certain limitations. In certain circumstances, holders of our debentures could receive payments in excess of stated principal or interest. Therefore, for purposes of filing tax or information returns with the IRS, we will not treat the debentures as contingent payment debt instruments or as having original issue discount.

Unscheduled payments of principal may be made if the underlying mortgage loans are repaid or refinanced or the underlying properties are foreclosed, thereby shortening the securities’ weighted average life. Some mortgage pass-through securities are described as “modified pass-through securities.” These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, on the scheduled payment dates regardless of whether the mortgagor actually makes the payment.

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Various inputs are used in determining the value of each Fund’s investments relating to ASC 820. When market quotations are insufficient or not readily available, the Funds may value securities at fair value or estimate their value as determined in good faith by the Board or their designees, pursuant to procedures approved by the Board. Fair valuation may also be used https://simple-accounting.org/ by the Board if extraordinary events occur after the close of the relevant market but prior to the NYSE Close. The Trust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by Section 352 the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”).

• Under certain circumstances, these costs might not be covered by, or might exceed the limits of, our insurance coverage.
• In addition, in such event, any gain on the sale, exchange, redemption, retirement or other taxable disposition of a debenture may be recharacterized as ordinary income.
• In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable ground to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Oklahoma City, Oklahoma, State of Oklahoma on this 15th day of May 2006.
• Dividends from net investment income (including any excess of net short-term capital gain over net long-term capital loss) are taxable to investors as ordinary income, while distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are generally taxable as long-term capital gain, regardless of your holding period for the shares.
• The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate then applicable to the issuer of such Preferred Stock.
• Therefore, a repurchase agreement can be considered a loan collateralized by the underlying securities.

If a provision of the certificate of formation provides that the affirmative vote of the holders of a specified portion that is greater than the majority of the shares of a class or series is required for shareholder action on a matter, the provision may not be amended, directly or indirectly, without the same affirmative vote unless otherwise provided by the certificate of formation. Unless provided by the certificate of formation or bylaws of the corporation, after a quorum is present at a meeting of shareholders, the shareholders may conduct business properly brought before the meeting until the meeting is adjourned. The subsequent withdrawal from the meeting of a shareholder or the refusal of a shareholder present at or represented by proxy at the meeting to vote does not negate the presence of a quorum at the meeting. Unless the certificate of formation provides otherwise, a bank or trust company receiving a deposit under this section shall pay to the corporation on demand the balance of the amount deposited if one or more holders of the shares called for redemption do not claim for redemption the amount deposited on or before the sixth anniversary of the date of the deposit. After making a payment under this subsection, the bank or trust company is relieved of all responsibility to the holders with respect to the amount deposited. The notice of redemption shall be sent to each holder of redeemable shares being called not later than the 21st day or earlier than the 60th day before the date set for redemption, unless otherwise provided by the terms of the class or series of shares contained in the certificate of formation. If shares redeemed or purchased by a corporation under Subsection constitute all of the outstanding shares of a particular class of shares and the certificate of formation provides that the shares of the class, when redeemed and repurchased, may not be reissued, the corporation may not issue any additional shares of the class of shares.

Voting Rights

Waivers and expense payments may be recouped by the Adviser from the Fund, to the extent that overall expenses fall below the specified limits, within three years of when the amounts were waived or recouped. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses and thereby increase its net performance to shareholders. The Fund defines high yield securities, also known as “junk bonds,” as fixed-income securities rated below investment grade (rated BB+ or lower by S&P or comparably rated by another nationally recognized statistical rating organization ), and if unrated, determined by the Adviser to be of comparable quality. Holder, although there will always be redemption privileges held by the corporation. Any’s prior preferred stock , are the company’s preference preferred issues.

• They carry the smallest degree of investment risk and are generally referred to as “gilt edge”.
• Some debt securities that may be acquired by an Underlying Fund may be treated as having acquisition discount, or OID in the case of certain types of debt securities.
• Continuing significant cash flow expenditures by this business could have a material adverse effect on our financial condition and liquidity.
• If the certificate of formation or bylaws do not set the number constituting the board of directors or provide for the manner in which the number of directors must be determined, the number of directors is the same as the number constituting the initial board of directors as set by the certificate of formation.
• UFS serves as “Custody Administrator” under the Funds’ Custody Agreement with the Custodian and receives a share of the fees paid to the Custodian for performing certain administrative tasks normally performed by the Custodian, as well as certain enhanced reporting in connection with these functions.
• With respect to a decision implicating the balance requirement of Subsection , a director of a public benefit corporation is considered to have satisfied the director’s duties to shareholders and the corporation if the director’s decision is both informed and disinterested and is not a decision that no person of ordinary, sound judgment would approve.
• Results of operations, defaults upon senior securities, and quantitative and qualitative disclosures about market risk.

Brazil—In Brazil, up to 50 percent of the capital stock of a company may be composed of preferred stock. The preferred stock will have at least one less right than the common stock , but will have a preference in receiving dividends. In Nigeria, preferred shares make up a small percentage of a company’s stock with no voting rights except in cases where they are not paid dividends; owners of preferred shares are entitled to a greater percentage of company profits. If an investor paid par ($100) today for a typical straight preferred, such an investment would give a current yield of just over six percent. If, in a few years, 10-year Treasuries were to yield more than 13 percent to maturity these preferreds would yield at least 13 percent; since the rate of dividend is fixed, this would reduce their market price to $46, a 54-percent loss.

The issuer may prepay at any time and without penalty any part of or the full amount of the note. The note may or may not be backed by one or more bank letters of credit. Because these notes are direct lending arrangements between the Underlying Fund and the issuer, it is not generally contemplated that they will be traded; moreover, there is currently no secondary market for them. Variable rate notes are subject to the Underlying Fund’s investment restriction on illiquid securities unless such notes can be put back to the issuer on demand within seven days. The Sell Disciplines are not designed to attempt to buy at lows or to sell at highs, but to seek to participate in a substantial part of any sustained uptrend in the municipal bond market, as well as to step aside during most of any sustained downtrend.

Aggregate par value of all issued shares with par value but no preferential right to the assets of the corporation in the event of voluntary winding up and termination. The affirmative vote of the holders of at least the majority of the shares entitled to vote on the matter is required for approval of the resolution proposing the reduction of stated capital. Upon the redemption or purchase of redeemable shares under this section, the stated capital of the corporation shall be reduced by that part of the stated capital that was, at the time of the redemption or purchase, represented by those redeemable shares. If the corporation is prohibited from reissuing the shares by the certificate of formation following a redemption or purchase under Subsection , the number of shares of the class that the corporation is authorized to issue is reduced by the number of shares canceled.

Databaser: On Financial Databases

Adjustments to the conversion price made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution in the interest of the holders of the debt instruments, however, will gener ally not be considered to result in a constructive dividend distribution. It is unclear how the adjustment to the conversion price for conversions made on or after September 1, 2006 and before March 1, 2009 should be treated for purposes of determining whether there is a constructive distribution pursuant to Section 305 as described above.

A stock exchange is a form of exchange which provides services for stock brokers and traders to trade stocks, bonds, and other securities. Stock exchanges also provide facilities for issue and redemption of securities and other financial instruments, and capital events, including the payment of income and dividends. The initial offering of stocks and bonds to investors is by definition done in the primary market and subsequent trading is done in the secondary market. A stock exchange is often the most important component of a stock market.

Current Shareholders will often have preemptive rights that give them the right to purchase newly issued company shares before they go on sale to the general public. New shares can be purchased on exchanges and current shareholders will usually have preemptive rights to newly issued shares. An annual general meeting is a meeting that official bodies, and associations involving the general public, are often required by law to hold. Debt can be “purchased” from a company in the form of a bond. This scene from “The Office” humorously illustrates a shareholder meeting, where the shareholder can exercise their right to vote on company issues or question company directors. If they were to be redeemed out of profits or sale precedes of any property the amount applied had to be carried to a capital redemption reserve account but the premium, if any, payable on redemption had to be provided out of the profits of the company before they were redeemed.

Mr. Wright served as director of Technical Research at Bateman Eichler, Hill Richards, Inc., a large brokerage/investment banking firm headquartered in Los Angeles, California, from 1985 through September 1987. Mr. Wright has also written and spoken on a wide range of investment topics for both public and professional audiences. He served on the Board of Directors of the Los Angeles Chapter of the American Association of Individual Investors from 1983 to 2007. The Adviser applies an integrated set of risk-management disciplines with the goal of limiting the impact of downside risk. The Adviser does not consider its approach to be a “trading” style in terms of frequency, and does not expect to average more than two sell signals per year in each Asset Class. Of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. Participants in certain “wrap-fee” or asset allocation programs or other fee-based arrangements sponsored by broker-dealers and other financial institutions that have entered into agreements with the Adviser.

Waiver and Consent, dated March 25, 2004 to the Loan and Security Agreement, dated as of April 13, 2001 , by and among LSB Industries, Inc., ThermaClime, Inc., and certain subsidiaries of ThermaClime, Inc. and Wells Fargo Foothill, Inc. which the Company hereby incorporates by reference from Exhibit 4.16 to the Company’s Form 10-K for the fiscal year ended December 31, 2004. Second Amendment to Loan and Security Agreement, dated May 24, 2002 by and among the Company, LSB, certain subsidiaries of the Company, Foothill Capital Corporation when preferred stock carries a redemption privilege the shareholders may and Congress Financial Corporation , which the Company hereby incorporates by reference from Exhibit 4.1 to the Company’s Form 8-K, dated May 24, 2002. The Agreement contains a list of such exhibits and schedules, which the Company agrees to file with the Commission supplementally upon the Commission’s request. Fifth Supplemental Indenture, dated May 24, 2002 among the Company, the Guarantors, and Bank One, N.A, which the Company hereby incorporates by reference from Exhibit 4.3 to the Company’s Form 8-K, dated May 24, 2002.