Corporation means Alcoa Corporation.
DGCL means the General Corporation Law of the State of Delaware, as it may be amended.
Exchange has the meaning specified in Section IX(a).
Exchange Notice has the meaning specified in Section IX(a).
Exchange Property has the meaning specified in Section VIII(a).
Exchanged Common Shares has the meaning specified in Section IX(a).
Fair Market Value means the volume-weighted average price (as reported by Bloomberg L.P. or, if not reported therein, in
another authoritative source mutually selected by the Holder and the Corporation) on the NYSE of the Common Stock for the five (5) prior trading days.
Government Entity means any (a) federal, state, local, municipal, foreign or other government; (b) governmental
entity of any nature (including, without limitation, any governmental agency, branch, department, official, committee or entity and any court or other tribunal), whether foreign or domestic; or (c) body exercising or entitled to exercise any
administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, whether foreign or domestic, including, without limitation, any arbitral tribunal and self-regulatory organizations.
Holder means the Person in whose name any shares of Non-Voting Preferred Stock are
registered, which may be treated by the Corporation as the absolute owner of such shares of Non-Voting Preferred Stock for the purpose of making payment and settling conversion and for all other purposes.
Initial Conversion Rate means, for each share of Non-Voting Preferred Stock, one
share of Common Stock.
Junior Securities has the meaning specified in Section VI(a).
Law means, with respect to any Person, any legal, regulatory and administrative laws, statutes, rules, Orders and
regulations applicable to such Person.
Liquidation Preference means, for each share of
Non-Voting Preferred Stock, an amount equal to $0.0001 (as adjusted for any split, subdivision, combination, consolidation, recapitalization or similar event with respect to the
Non-Voting Preferred Stock).
Maximum Conversion has the meaning specified in
Section IX(b).
Non-BHCA Affiliate means a Person that is both (a) not
CITIC and (b) not a BHCA Affiliate of the Holder or CITIC.
Non-Voting Preferred
Stock has the meaning specified in Section I.
Notice of Convertible Transfer and Conversion has the meaning
specified in Section III(a)(ii).
NYSE means the New York Stock Exchange.
Order means any applicable order, injunction, judgment, decree, ruling, or writ of any Government Entity.
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