Placing Shares means the 32,313,130 Shares to be issued by the Company pursuant to the Placing;
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.
Note Shares means the shares of Common Stock issuable upon conversion of the Notes.
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.
Option Shares shall have the meaning ascribed to such term in Section 2.2(a).
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 B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.
Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).
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.
Parity Shares means the APS and each other outstanding series of Preferred Shares the holders of which, together with the holders of the APS, shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to the full respective preferential amounts to which they are entitled, without preference or priority one over the other.
Award Shares means Shares covered by an outstanding Award or purchased under an Award.
Offering Shares means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor.
Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.
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.
Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.
Vested Shares means "Vested Shares" as defined in the Award Agreement.
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.
Subscription Shares has the meaning ascribed to it in Section 2.1.
Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.
Option Stock shall have the meaning set forth in Section 2(a) hereof.
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.
Purchased Shares has the meaning set forth in Section 2.01.
Preference Shares means the Preference Shares in the capital of the Company of $0.0001 nominal or par value designated as Preference Shares, and having the rights provided for in these Articles.
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.
Restricted Shares shall have the respective meanings set forth in Section 2.14.