Becomes assessable means immediately following issuance of the state and local occupancy permits.
Being Considered for Purchase or Sale means, with respect to any security, that a recommendation to purchase or sell such security has been made and communicated or, with respect to the person making the recommendation, such person seriously considers making such recommendation.
Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.
Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.
Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;
Mandatorily Convertible Preferred Stock means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $.01 par value, of the Corporation.
Class B Stock means Class B Stock, par value $1.00 per share, of the Company.
Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.
Convertible Preferred Stock has the meaning set forth in the recitals.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Class A Preferred Stock means the Class A preferred stock, nominal value $0.0001 per share, of the Company.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.
Series B-1 Preferred Shares means the Company’s series B-1 preferred shares, par value US$0.00001 per share.
Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).
Preferred Stock as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.
Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.
Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.001 per share, of the Company.
Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.
Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.
Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and