The size, the nature of the business, or the number of shareholders of the close corporation, or their relationship to one another or other similar factors, make it wholly impractical to continue close corporation status. The transferee is entitled to obtain on demand from the transferor or from the close corporation a complete copy of the shareholders’ agreement at the transferor’s expense. Delete from the certificate of formation a reference to a class or series that has shares outstanding at the time.

If the Golsen Group were to acquire the additional 525,002 shares of common stock, the Golsen Group would, in the aggregate, beneficially own approximately 31.8% of the then issued and outstanding shares of our voting securities , which includes 1,441,668 shares that the Golsen Group has the right to acquire upon the conversion of preferred stock, stock options and a promissory note. As a result, the ability of other stockholders to influence our management and policies could be limited. Investment by an Underlying Fund in certain “passive foreign investment companies” https://simple-accounting.org/ (“PFICs”) could subject the Underlying Fund to a U.S. federal income tax on distributions received from the company or on proceeds received from the disposition of shares in the company, which tax cannot be eliminated by making distributions to Fund shareholders. However, the Underlying Fund may elect to treat a PFIC as a “qualified electing fund” (“QEF”), in which case the Underlying Fund will be required to include its share of the company’s income and net capital gains annually, regardless of whether it receives any distribution from the company.

Stock Markets, Derivatives Markets, And Foreign Exchange Markets

Nonqualified Stock Option Agreement, dated November 7, 2002 between the Company and John J. Bailey Jr, which the Company hereby incorporates by reference from Exhibit 55 to the Company’s Form 10-K/A Amendment No.1 for the fiscal year ended December 31, 2002. The Company’s 1993 Stock Option and Incentive Plan, which the Company hereby incorporates by reference from Exhibit 10.3 to the Company’s Form 10-K for the year ended December 31, 2005.

However, if we cure all defaults, except the nonpayment of principal, premium, if any, interest, and additional interest, if any, that became due as a result of the acceleration, and meet certain other conditions, with certain exceptions, this declaration may be cancelled and the holders of a majority of the principal amount of outstanding debentures may waive these past defaults. In the case of a fundamental change, whether such make-whole premium will be paid in shares of common stock or the property into which the common stock was converted in such fundamental change transaction or a combination of both. We believe that during December 2005, we corrected the weakness to our disclosure controls and procedures by, among other things, establishing a Disclosure Committee to maintain oversight activities and to examine and reevaluate our policies, procedures and criteria to determine materiality of items relative to our financial statements taken as a whole. Restatements by others have, in some cases, resulted in the filing of class action lawsuits against such companies and their management. Any similar lawsuit against us could result in substantial defense and/or liability costs and would likely consume a material amount of management’s attention that might otherwise be applied to our business. Under certain circumstances, these costs might not be covered by, or might exceed the limits of, our insurance coverage. If a holder elects to convert its debentures in connection with certain changes in control, as defined herein, which occur prior to the maturity date, the holder will be entitled to receive additional shares of our common stock as a make-whole premium upon conversion under certain circumstances.

The new Preferred Stock was not redeemable but was preferred upon voluntary liquidation at $110 per share, plus accrued dividends, or, if a majority so approved or in the event of involuntary liquidation, at $100, plus accrued dividends. Investors should be wary of stock buybacks during down times because the resulting decrease in shares and increase in earnings per share can be used to mask a slowdown in earnings growth. Paid up means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up. Paid-up share capital means the paid-up share capital as defined in Section 2 of the Companies Act, 2013. Includes treasury stock and unearned Employee Stock Ownership Plan shares. In our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder.

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Because foreign securities may trade on days when Fund shares are not priced, the value of securities held by the Fund can change on days when Fund shares cannot be redeemed or purchased. Without fair valuation, it is possible that short-term traders could take advantage of the arbitrage opportunity and dilute the NAV of long-term investors. Fair valuation of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that it will prevent dilution of the Fund’s NAV by short-term traders. In addition, because the Fund may invest in underlying ETFs which hold portfolio securities primarily listed on foreign (non-U.S.) exchanges, and these exchanges may trade on weekends or other days when the underlying ETFs do not price their shares, the value of these portfolio securities may change on days when you may not be able to buy or sell Fund shares.

• The preferred stock will have at least one less right than the common stock , but will have a preference in receiving dividends.
• In fact, it is possible that this market discount may increase and the Funds may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the net asset value of the Funds’ shares.
• There can be no guarantee that a Fund will be able to identify or limit these activities.
• Common or interested directors of a corporation may be included in determining the presence of a quorum at a meeting of the corporation’s board of directors, or a committee of the board of directors, that authorizes the contract or transaction.
• However, the trustee must consider it to be in the interest of the holders of the debentures to withhold this notice.

Preferred stock—a class of ownership with priority over common stock—once was issued mainly by large companies; now it has become more common in small to midsize privately held companies as well. Clients may need valuation analysts such as CPA/ABVs to when preferred stock carries a redemption privilege the shareholders may value preferred stock to assist with capitalization of a company, bankruptcy reorganizations, business mergers or sales, exchanging preferred shares for debt or other types of equity securities, gift or estate tax planning, or many other reasons.

Such limited partnerships that provide an investor with a direct interest in a group of assets . Publicly traded partnership units typically trade publicly, like stock, and thus may provide the investor more liquidity than ordinary limited partnerships. Publicly traded partnerships are also called master limited partnerships and public limited partnerships. A limited partnership has one or more general partners which manage the partnership, and limited partners, which provide capital to the partnership but have no role in its management. When an investor buys units in a publicly traded partnership, he or she becomes a limited partner.

Businessweek Com Investing

Pursuant to our certificate of incorporation, we also have authorized and unissued 61,237,382 shares of common stock and 3,055,338 shares of preferred stock as of March 31, 2006. These unissued shares could be used by our management to make it more difficult, and thereby discourage, an attempt to acquire control of us. We may be unable to repurchase the debentures upon the occurrence of a designated event. If a designated event were to occur, we may not have enough funds to pay the repurchase price for all tendered debentures. Any future credit agreements or other agreements relating to our indebtedness may contain provisions prohibiting repurchase of the debentures under certain circumstances, or expressly prohibit our repurchase of the debentures upon a designated event or may provide that a designated event constitutes an event of default under that agreement. If a designated event occurs at a time when we are prohibited from repurchasing debentures, we could seek the consent of our lenders to repurchase the debentures or attempt to refinance this debt. If we do not obtain consent or refinance this debt, we would not be permitted to repurchase the debentures.

In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors impacting fixed income securities include credit risk, maturity risk, market risk, extension risk, illiquid security risks, foreign securities risk and prepayment risk.

The two main types of stock are preferred stock and common stock, each with rights that often differ from the rights of the other. Holders of preferred shares have a dividend preference and have a right to share in the distribution of assets in liquidation. Holders of common stock have a different set of rights, namely, the right to vote on important corporate decisions such as the election of directors.

Information concerning the Selling Security Holders may change from time to time and any changed information will be set forth in prospectus supplements or post-effective amendments if and when necessary. In addition, the conversion price, and therefore, the number of shares of common stock issuable upon conversion of the notes, is subject to adjustment under certain circumstances. Accordingly, the number of shares of common stock into which the notes are convertible may increase or decrease. Our authorized capital stock consists of 75,000,000 shares of common stock, $.10 par value per share, and 250,000 shares of preferred stock, $100 par value per share (“Preferred Stock”), and 5,000,000 shares of Class C Preferred Stock, no par value (“Class C Preferred Stock”). If we elect to pay a dividend or other distribution to all holders of our common stock, we must notify the holders of debentures at least 20 days prior to the ex-dividend date for such distribution, but in no event less than 20 days before the record date for such dividend or other distribution. The ex-dividend date is the first date upon which a sale of the common stock does not automatically transfer the right to receive the relevant distribution from the seller of the common stock to its buyer. The term does not include, for example, any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of goods or services.

Unless provided by the certificate of formation or bylaws, the shareholders of the corporation at a meeting at which a quorum is not present may adjourn the meeting until the time and to the place as may be determined by a vote of the holders of the majority of the shares who are present or represented by proxy at the meeting. To increase or decrease the number of shares of a series under Subsection , the board of directors must adopt a resolution setting and determining the new number of shares of each series in which the number of shares is increased or decreased. If the number of shares of a series is decreased, the shares by which the series is decreased will resume the status of authorized but unissued shares of the class of shares from which the series was established, unless otherwise provided by the certificate of formation or the terms of the class or series. One or more classes or series of shares, which may be the same class or series of shares as those with voting rights, that together are entitled to receive the net assets of the corporation on winding up and termination. If a shareholders’ agreement that ceases to be effective is contained in or referred to by the certificate of formation or bylaws of a corporation, the board of directors of the corporation may adopt an amendment to the certificate of formation or bylaws, without shareholder action, to delete the agreement and any references to the agreement. A new development is third party trust preferred issues also called Asset Backed Securities. These are preferred stocks issued by an investment banker backed by a single long bond issued by a client company of the bank.

Settlement problems may cause a Fund to miss attractive investment opportunities, hold a portion of its assets in cash pending investment, or be delayed in disposing of a portfolio security. Such a delay could result in possible liability to a purchaser of the security. Under the Trust’s Agreement and Declaration of Trust, each Trustee will continue in office until the termination of the Trust or his/her earlier death, incapacity, resignation or removal. Shareholders can remove a Trustee to the extent provided by the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations promulgated thereunder. Vacancies may be filled by a majority of the remaining Trustees, except insofar as the 1940 Act may require the election by shareholders. As a result, normally no annual or regular meetings of shareholders will be held unless matters arise requiring a vote of shareholders under the Agreement and Declaration of Trust or the 1940 Act. The Fund currently use several methods to reduce the risk of market timing.

A committee of the board of directors may authorize a distribution or the issuance of shares if authorized by the resolution designating the committee or the certificate of formation or bylaws. (a-1) Instead of being kept on file, the list required by Subsection may be kept on a reasonably accessible electronic data system if the information required to gain access to the list is provided with notice of the meeting. Section 21.353, Section 21.354(a-1), and this subsection may not be construed to require a corporation to include any electronic contact information of a shareholder on the list. A corporation that elects to make the list available on an electronic data system must take reasonable measures to ensure the information is available only to shareholders of the corporation. Cumulative voting permitted by the certificate of formation is permitted only in an election of directors in which a shareholder who intends to cumulate votes has given written notice of that intention to the secretary of the corporation on or before the day preceding the date of the election at which the shareholder intends to cumulate votes.

Preferred Vs Common Stock: What’s The Difference?

Non-cumulative preferred stock—Dividends for this type of preferred stock will not accumulate if they are unpaid; very common in TRuPS and bank preferred stock, since under BIS rules preferred stock must be non-cumulative if it is to be included in Tier 1 capital. Perpetual preferred stock—This type of preferred stock has no fixed date on which invested capital will be returned to the shareholder ; most preferred stock is issued without a redemption date. A. The shareholders must be allowed to convert their shares to common stock. Bonds and stocks are both securities, but the major difference between the two is that stockholders have an equity stake in the company (i.e., they are owners), whereas, bondholders have a creditor stake in the company (i.e., they are lenders). Another difference is that bonds usually have a defined term, or maturity, after which the bond is redeemed, whereas stocks may be outstanding indefinitely. New share purchases are an important action by share shareholders, since it requires a further investment in a business entity and is a reflection of a shareholder’s decision to maintain an ownership position in a company, or a potential investor ‘s belief that purchasing equity in a company will be an investment that grows in value.

The holders of a specified portion of the shares that is less than the majority but not less than one-third of the shares entitled to vote are represented at the meeting in person or by proxy. A shareholder may revoke the shareholder’s consent to receive notice by electronic transmission by providing written notice to the corporation. Inadvertent failure to treat the unsuccessful transmissions as a revocation of the shareholder’s consent does not affect the validity of a meeting or other action. On the date the distribution or share dividend is made if the corporation’s board of directors does not designate a date as described in Paragraph . The place at which the shareholders may obtain payment of the redemptive price.

In the manner provided by the close corporation’s certificate of formation or by a shareholders’ agreement of the close corporation. “Close corporation provision” means a provision in the certificate of formation of a close corporation or in a shareholders’ agreement of a close corporation. If an investment company is required to hold a meeting of shareholders to elect directors under the Investment Company Act, the meeting shall be designated as the annual meeting of shareholders for that year. The contract or transaction is fair to the corporation when the contract or transaction is authorized, approved, or ratified by the board of directors, a committee of the board of directors, or the shareholders.

The Trust is governed by its Board of Trustees (the “Board” or “Trustees”). First, rather than trying to choose and purchase a limited number of municipal bonds, the Adviser invests in a number of different Underlying Municipal Bond Funds, that in total own a very large number of municipal bonds, thereby limiting the potential impact of price declines or defaults in any bond or limited number of bonds. Taxes; and extraordinary expenses, such as litigation expenses (which may include indemnification of Fund officers and Trustees, contractual indemnification of Fund service providers ) of the Fund do not exceed 1.23%, 1.98%, 0.92%, 1.38%, and 1.05%, for Class A, Class C, Special Shares, Investor Class and Instl Class, respectively. These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years if such recoupment can be achieved within the lesser of the foregoing expense limits or the then-current expense limits. This agreement may be terminated only by the Fund’s Board of Trustees, on 60 days’ written notice to the Adviser. Underlying index decreases (if the Bloomberg Barclays Aggregate Bond Index goes down 5% then the fund’s value should go up 5%). Conversely, when the value of the underlying index increases, the value of the fund’s shares tends to decrease on a daily basis (if the Bloomberg Barclays Aggregate Bond Index goes up 5% then the fund’s value should go down 5%).

State laws and individual companies may give you additional rights to limit sharing. The Sell Disciplines are not designed to attempt to sell at highs, but to step aside early in any sustained downtrend. 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 alternated with two Buy signals per year for any type of holding. • Northern Lights Fund Trust does not share with nonaffiliates so they can market to you.

What Are Preference Shares?

Our failure to repurchase tendered debentures would constitute an event of default under the indenture, which might constitute a default un der the terms of our other indebtedness. If a designated event would constitute an event of default under our senior indebtedness, the subordination provisions of the indenture would restrict payments to the holders of debentures. For purposes of the above paragraph, the term capital stock of any person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such person and any rights , warrants or options to acquire an equity interest in such person. The date a holder complies with these requirements is the conversion date under the indenture. If a holder’s interest is a beneficial interest in a global debenture, to convert such a debenture, such holder must comply with the last three requirements listed above and comply with the depositary’s procedures for converting a beneficial interest in a global debenture.

• Besides the scheduled repayment of principal, payments of principal may result from the voluntary prepayment, refinancing, or foreclosure of the underlying mortgage loans.
• During 2005, there were substantial increases in the cost of anhydrous ammonia and natural gas, and in many instances we were unable to increase our sales prices to cover all of the higher anhydrous ammonia and natural gas costs incurred.
• The principal governmental guarantor of mortgage pass-through securities is Ginnie Mae.
• Consequently, the Underlying Fund bears the risk that the prices of its securities being hedged will not move in the same amount as the prices of its put options on the stock indices.
• • It is also called quasi equity because it has features of both bond and equity.
• Noncash assets received as consideration for the issue of stock are always valued based on the fair value of the stock.
• A notice of a board meeting is not required to specify the business to be transacted at the meeting or the purpose of the meeting, unless required by the bylaws.

Generally, the Board believes that its oversight of material risks is adequately maintained through the compliance-reporting chain where the Chief Compliance Officer is the primary recipient and communicator of such risk-related information. The Funds disclose their portfolio holdings by mailing their annual and semi-annual reports to shareholders approximately two months after the end of the fiscal year and semi-annual period. The Funds may also disclose its portfolio holdings by mailing a quarterly report to its shareholders. In addition, the Funds will disclose its portfolio holdings reports on Forms N-CSR and Forms N-PORT two months after the end of each quarter/semi-annual period. Rule 144A securities and Section 4 commercial paper that have been deemed liquid as described above will continue to be monitored by the Underlying Fund adviser to determine if the security is no longer liquid as the result of changed conditions.

What Is The Dictionary Definition Of Preferred Stock?

Rather, host contracts must be evaluated in their entirety, and judgment is necessary to properly determine their nature. It is our view that an entity can choose, as an accounting policy, to evaluate hybrid instruments using either the “whole instrument” or the “chameleon” approach.

Step 2: Is The Conversion Feature Clearly And Closely Relatedto The Host Instrument?

C. The number of common shares issued multiplied by the stock’s par value per share. B. The number of common shares outstanding multiplied by the stock’s current market value per share.

Unless otherwise provided by the certificate of formation, the shares of any series deleted from the certificate of formation under this section shall resume the status of authorized but unissued shares of the class of shares from which the series was established. To establish a series if authorized by the certificate of formation, the board of directors must adopt a resolution specifying the designations, preferences, limitations, and relative rights, including voting rights, of the series to be established or specifying any designation, preference, limitation, or relative right that is not set and determined by the certificate of formation.