Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.
Common Stock Dividend means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.
class of Shares refers to the division of Shares into two or more classes as provided in Article III, Section 1 hereof;
Disqualified Stock Dividends means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.
Stock Dividend has the meaning set forth in Section 5(a)(i)(A).
Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.
A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;
Common Shares means the common shares in the capital of the Corporation;
Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.
Equity Stock means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.
Resolution of Shareholders means either:
Common Stock means the common stock of the Company.
Unissued Option Shares means the number of Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of section 5, such adjustments to be cumulative.
New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;
Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);
Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.
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 Stock means the Company's Series A Convertible Redeemable Preferred Stock, par value $.005 per share.
Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.
Company Stock means, collectively, the Company Common Stock and the Company Preferred Stock.
Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.