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.
Amalco Shares means common shares in the capital of Amalco;
Designated Preferred Stock means Preferred Stock of the Company or any direct or indirect parent of the Company (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.
Holdings Common Stock means the common stock of Holdings.
Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
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 Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
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.
Initial Warrant Exercise Date means __________, 1997.
Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.
Required Holders means the holders of the SPA Warrants representing at least a majority of shares of Common Stock underlying the SPA Warrants then outstanding.
Purchaser Preferred Stock means shares of preferred stock, par value $0.0001 per share, of Purchaser.
Series B-1 Preferred Shares means the Series B-1 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.
Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.
Qualified Preferred Stock means any preferred capital stock of Holdings or Lead Borrower so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or Lead Borrower or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or Lead Borrower, as applicable, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or Lead Borrower, as applicable, or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings or Lead Borrower the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.
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.
Series H Preferred Stock means shares of the Company’s Series H Preferred Stock, par value $0.0001 per share.
Offering Shares means the shares of Common Stock included in the units sold in the Offering; (iv) “Placement Shares” shall mean the shares of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 172,500 shares of Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of 690,000 Units of the Company (each Placement Unit consists of one-fourth of one Placement Warrant and one Placement Share) sold in the Private Placement for a purchase price of $6,900,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 690,000 Placement Units to FinTech Investor Holdings VI, LLC (580,000 Placement Units) and Cantor (110,000 Placement Units); (x) “Sponsor” shall mean, collectively, FinTech Investor Holdings VI, LLC, a Delaware limited liability company, and FinTech Masala Advisors VI, LLC, a Delaware limited liability company; (xi) “Insiders” shall mean the Sponsor, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer and director of the Company; and (xii) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;
Exchangeable Shares means the exchangeable shares in the capital of the Company, having the rights, privileges, restrictions and conditions set forth herein;
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);
Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.
Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.