VMTP Shares has the meaning set forth in the preamble to this Agreement.
Stock Election Shares shall have the meaning set forth in Section 3.2.1.
PIPE Shares shall have the meaning given in the Recitals hereto.
Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;
Cash Election Shares shall have the meaning set forth in Section 3.2.1.
Coop Shares Shares issued by a Cooperative Corporation.
Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).
Co-op Shares Shares issued by private non-profit housing corporations.
Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.
Common Shares means the common shares in the capital of the Corporation;
Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.
Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.
Reference Shares means, in respect of the exercise of Investor Cash Settlement Rights or Conversion Rights by a Bondholder, the number of Shares (rounded down, if necessary, to the nearest whole number of Shares) determined in good faith by the Calculation Agent by dividing the aggregate principal amount of the Bonds being the subject of the relevant exercise of Investor Cash Settlement Rights or Conversion Rights by the Conversion Price in effect on the relevant Conversion Date, except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Sections 5.4(a)(i), (ii), (iv), (v), (vi), (viii), (ix) or (x) in circumstances where the relevant Delivery Date falls on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.
Consideration Shares has the meaning ascribed thereto in Section 2.2.
Merger Shares has the meaning set forth in Section 2.2(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.
Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.
Dividend Shares means any shares of Common Stock issuable in lieu of cash dividends paid or to be paid on the Series A Preferred.
Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
Series D Shares means shares of Series D Convertible Preferred Stock, par value $0.001 per share of the Company and having the rights, privileges, preferences and restrictions set forth in the Charter.
Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.
Net Shares has the meaning provided in Section 2.12 hereof.
Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.