Automatic Conversion of Class B Shares Clause Samples
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Automatic Conversion of Class B Shares. Notwithstanding -------------------------------------- anything in the Stock Rights Agreement, Amendment No. 1 or Amendment No. 2 to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement (the "Restated Certificate of Incorporation"), each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, ▇▇. ▇▇▇▇▇▇▇▇ shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided ▇▇. ▇▇▇▇▇▇▇▇ personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, the provisions of Article V of the Restated Certificate of Incorporation shall control.
Automatic Conversion of Class B Shares. Each Class B Share shall convert automatically into one fully paid and non-assessable Class A Share upon its sale, gift or other transfer to a person or entity other than Clear Channel Communications, Inc., a Texas corporation ("CCC") or an Affiliate of CCC (an "Event of Automatic Conversion"). For purposes of this Article 5, an "Affiliate of CCC" shall mean (i) any corporation of which CCC is, directly or indirectly, the beneficial owner of 50% or more of the combined voting power of all classes of equity securities, (ii) any partnership, joint venture or unincorporated organization for which CCC possesses, directly or indirectly, the power to direct or cause the direction of the management and policies, whether through the ownership of voting securities, by contract or otherwise or (iii) any person or other entity that controls, is controlled by, or is under common control with CCC. Notwithstanding anything to the contrary set forth herein, any holder of Class B Shares may pledge his Class B Shares to a pledgee pursuant to a bona fide pledge of such shares as collateral security for indebtedness due to the pledgee without causing an automatic conversion into Class A Shares. In the event of foreclosure or other similar action by a pledgee, such pledged Class B Shares shall be converted automatically, without any act or deed on the part of the Corporation or any other person, into Class A Shares as provided in this Paragraph 5.7, unless such foreclosure or similar action is taken by CCC or an Affiliate of CCC.