Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the ICAV or the relevant Fund.
Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.
Company Restricted Shares means shares of Company Common Stock granted under a Company Equity Plan, or issued upon “early exercise” of an option granted under a Company Equity Plan, that remain subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions.
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.
Subordinate Voting Shares means subordinate voting shares in the capital of the Company.
Non-Voting Common Stock means the Non-Voting Common Stock, par value $0.01 per share, of the Company.
Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;
Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.
Special Voting Share means, in relation to the Corporation, the Carnival Special Voting Share and, in relation to P&O Princess, the P&O Princess Special Voting Share.
Company Restricted Stock means each share of restricted Company Common Stock issued by the Company, which is subject to vesting conditions and rights to repurchase or reacquire by the Company, whether granted by the Company pursuant to a Company Option Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.
Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.
Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).
Exchangeable Shares means the exchangeable shares in the capital of the Company, having the rights, privileges, restrictions and conditions set forth herein;
Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.
Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.
Company Shares has the meaning set forth in the Recitals.
Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.
Lock-Up Shares has the meaning set forth in Section 4.1.
Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
Permitted Preferred Stock means and refers to any Preferred Stock issued by a Borrower (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.
Class A Preferred Stock means the Class A Preferred Stock of the Company, par value $0.0001 per share.
Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.
Class C Shares means the shares of Class C common stock of the Company.
Special Voting Units means, collectively, special voting units of the REIT, and “Special Voting Unit” means any one of them.