Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Initial Dividend Threshold shall have the meaning specified in Section 14.04(d).
Class V Common Stock means the Class V common stock, par value $0.0001 per share, of the Corporation.
Per Share Amount has the meaning set forth in Section 3.01(c).
Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.
Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.
Company Class A Common Stock means the Class A common stock, par value $0.0001 per share, of the Company.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Class A Common Stock means the Class A Common Stock, par value $.01 per share, of the Company.
Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.
Newco Common Stock means the common stock, par value $.01 per share, of Newco.
Cash Election Shares shall have the meaning set forth in Section 3.2.1.
SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.
Stock Election shall have the meaning set forth in Section 3.2.2.
Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.
Parent Common Stock means the common stock, par value $0.01 per share, of Parent.
Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of the Company.
New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Class B Common Stock means the Class B common stock, par value $0.0001 per share, of the Company.
Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Class A Common Shares means class A common shares of a nominal or par value of US$0.00001 each in the capital of the Company having the rights provided for in the Memorandum and Articles of Association, and any shares into which such class A common shares may be converted.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.