capital stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders agreement that effectively transfers voting
power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of
such person; and (ii) any partnership or limited liability company where (x) more than 50% of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of
such partnership or limited liability company are owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of such person, whether in the form of membership, general, special or limited partnership or
limited liability company interests or otherwise; and (y) such person or any one or more of the other subsidiaries of such person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.
Successor person has the meaning set forth above in paragraph (5) under the caption Conversion Provisions of the
Mandatory Convertible Preferred StockBoundary Conversion Rate AdjustmentsExecution of Supplemental Instruments.
Tender/exchange offer valuation period has the meaning set forth above in paragraph (5) under the caption
Conversion Provisions of the Mandatory Convertible Preferred StockBoundary Conversion Rate AdjustmentsGenerally.
Trading day means any day on which (i) trading in our common stock generally occurs on the principal U.S. national or
regional securities exchange on which our common stock is then listed or, if our common stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock is then traded; and
(ii) there is no market disruption event (as defined above in this Definitions section). If our common stock is not so listed or traded, then trading day means a business day.
Unpaid accumulated dividend amount has the following meaning with respect to the conversion of any share of mandatory convertible
preferred stock:
(i) if such conversion is a mandatory conversion, the aggregate accumulated dividends, if any, on such share that have
not been declared, at or before the close of business on September 1, 2023, in respect of all dividend periods ending on or before September 1, 2023;
(ii) if such conversion is a make-whole fundamental change conversion, the sum (without duplication) of (1) the aggregate accumulated
dividends, if any, on such share that have not been declared, at or before the close of business on the effective date for the related make-whole fundamental change, in respect of all dividend periods ending on a dividend payment date that is before
such effective date; and (2) the amount of accumulated and unpaid dividends, if any, on such share for the period from, and including, the dividend payment date immediately before such effective date to, but excluding, such effective date;
provided, however, that if such effective date is after a regular record date and on or before the next dividend payment date, and, as of the close of business on such effective date, we have declared the dividend due on the mandatory
convertible preferred stock on such dividend payment date, then the unpaid accumulated dividend amount will not include any portion of such declared dividend (and, for the avoidance of doubt, the holder of such share as of the close of business on
such regular record date will be entitled, notwithstanding such conversion, to receive such declared dividend on or, at our election, before such dividend payment date); and
(iii) if such conversion is an early conversion that is not a make-whole fundamental change conversion, the aggregate accumulated dividends,
if any, on such share that have not been declared, at or before the close of business on the conversion date for such conversion, in respect of all dividend periods ending on a dividend payment date that is before such conversion date.
Voting parity stock means, with respect to any matter as to which preferred stockholders are entitled to vote pursuant to the
provisions described above under the caption Voting RightsRight to Designate Two
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