Administration of this Agreement. The Company shall establish, from time to time, such policies and procedures relating to the general administration of the terms of this Agreement, any Sales or Transfers of Class B Common Stock or Non-Voting Capital Stock permitted hereunder and any conversion of Class B Common Stock to Class A Common Stock contemplated hereby, as it may deem necessary or advisable, and shall deliver notice to the Holders of the restrictions placed on their shares of Common Stock and Non-Voting Capital Stock by this Agreement and by the Fourth Amended and Restated Certificate of Incorporation in accordance with Section 151(f) and 202(a) of the DGCL. A determination by a majority of the members of the Board other than any of the Covered Holders who are members of the Board or by the Secretary of the Company that a conversion of Class B Common Stock to Class A Common Stock pursuant to Section 2(c) hereof has occurred shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Transfer Restriction Agreement (Google Inc.), Transfer Restriction Agreement (Google Inc.), Transfer Restriction Agreement (Google Inc.)
Administration of this Agreement. The Company shall establish, from time to time, such policies and procedures relating to the general administration of the terms of this Agreement, any Sales or Transfers of Class B Common Stock or Non-Voting Capital Stock permitted hereunder and any conversion of Class B Common Stock to Class A Common Stock contemplated hereby, as it may deem necessary or advisable, and shall deliver notice to the Holders of the restrictions placed on their shares of Common Stock and Non-Voting Capital Stock by this Agreement and by the Fourth Amended and Restated Certificate of Incorporation in accordance with Section 151(f) and 202(a) of the DGCL. A determination by a majority of the members of the Board other than any of the Covered Holders who are members of the Board or by the Secretary of the Company that a conversion of Class B Common Stock to Class A Common Stock pursuant to Section 2(c) hereof has occurred shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Transfer Restriction Agreement (Alphabet Inc.), Transfer Restriction Agreement (Alphabet Inc.), Transfer Restriction Agreement (Alphabet Inc.)