Authorized Capital Stock has the meaning specified in Section 3.04 hereof.
Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.
Excluded Capital Stock means:
Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).
Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in any case, on or prior to the 91st day after the final maturity date of the Notes.
Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.
Company Capital Stock means the Company Common Stock and the Company Preferred Stock.
Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.
Refunding Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).
Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.
Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Designated Preferred Stock means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof.
Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.
Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Company.
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.
Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.
Treasury Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).
Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.
Redeemable Capital Stock means any Capital Stock of the Company or any of its Subsidiaries that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (a) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (b) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (c) is convertible into or exchangeable for debt securities at any time on or prior to such final stated maturity.
Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;
Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.
Class A Preferred Stock means the Class A Preferred Stock of the Company, par value $0.0001 per share.