NonParticipating Shares

NonParticipating Shares. Means, with respect to a Covered Person, a number of shares of Common Stock equal to (without duplication) the aggregate number of Class II Units that such Covered Person could have (but did not) exchange in connection with any and all Public Offerings of Common Stock taking place after the IPO Date and on or prior to the third anniversary thereof; provided that, at any time following a Partial LAZ-MD Mandatory Exchange (as defined in the Master Separation Agreement), the "Non-Participating... Shares" of any Covered Person who is the subject of a Partial LAZ-MD Mandatory Exchange shall mean the number of shares of Common Stock equal to the common interests of Lazard Group received by such person in respect of the number of Class II Units otherwise determined in accordance with the foregoing provisions of this definition. View More

NonParticipating Shares. Means, collectively, the Company's Series A-1 Convertible Preferred Stock, Series B-1 Convertible Preferred Stock and Series C-1 Convertible Preferred Stock.