Class B Common Shares. (a) Awards of Class B Common Shares (“Share Awards”), options to purchase Class B Common Shares (“Options”) and rights to receive Class B Common Shares (“RSUs”, and collectively with Share Awards and Options, “Equity Awards”) may be granted or issued, as applicable, on or after the Original Closing Date to Employee Members pursuant to the terms of a Share Grant Agreement and in accordance with the 2018/2019 Incentive Plan or any successor employee incentive plan.
(b) With respect to Fiscal Years 2018 and 2019, the Company may grant or issue to Employee Members (pursuant to Share Grant Agreements) Equity Awards that may be issued, exercised or settled into, in the aggregate, up to that maximum number of Class B Common Shares set forth in the 2018/2019 Incentive Plan. From and after Fiscal Year 2020, the Company (acting upon the approval of the Board of Directors) may issue additional Equity Awards to Employee Members.
(c) The Board of Directors shall have the authority to determine the terms and conditions of the Share Grant Agreement to be executed by any Employee Members in connection with the grant of Equity Awards to such Employee Members (including terms and conditions relating to vesting, forfeiture, options to purchase and/or sell Class B Common Shares upon termination of employment and purchase prices and terms of any purchase and/or sale with respect thereto).
(d) Each Share Grant Agreement with respect to Equity Awards is intended to qualify as a compensatory benefit plan within the meaning of Rule 701 of the Securities Act and the issuance of Class B Common Shares, from time to time, pursuant to the terms of this Agreement and the applicable Share Grant Agreement is intended to qualify for the exemption from registration under the Securities Act provided by Rule 701 thereof; provided, that, subject to Section 2.03(b), the foregoing shall not restrict or limit the Company’s ability to issue any Class B Common Shares pursuant to any other exemption from registration under the Securities Act available to the Company and to designate any such issuance as not being subject to Rule 701.
(e) Subject, in each case, to the terms and conditions of the applicable Share Grant Agreement:
(i) Class B Common Shares that would be issued as a result of the exercise of a right to purchase pursuant to an issued Option shall be deemed, prior to their actual issuance, to be issued unvested Class B Common Shares for the purposes of Section 3.01(b)(ii) (and the holder ...
Class B Common Shares. The term “Class B Common Shares” shall mean the 200,000,000 shares of Class B Common Stock authorized for issuance by the Company pursuant to its certificate of incorporation.
Class B Common Shares. For federal (and applicable state) income tax purposes, no Class B Common Shares shall be treated as outstanding limited liability company membership interests and holders that own only Class B Common Shares shall not be treated as Members.
Class B Common Shares. Beaudier will not transfer any Class B Common Shares, or any Class A Common Shares issued upon conversion of Class B Common Shares, to any Person (whether or not such transferee is Beaudier Group Investor) until the earliest of (i) the third anniversary of the Initial Public Offering, (ii) such time as the Xxxx Investors are no longer entitled to designate any members of the Board, or (iii) such time as Beaudier and its Affiliates no longer own any other Class A Common Shares. Such restriction shall be in addition to the other restrictions on transfer of Class B Shares under this Agreement.
Class B Common Shares. Prior to the Company's IPO, each holder --------------------- of Class B Common Shares will vote one third of the Class B Common Shares held by it. Thereafter, the provisions of the Company's Articles of Association shall govern.
Class B Common Shares. An offer will have been made to all of the --------------------- holders of the outstanding Class B common shares of PNG Products to purchase all such Shares at a price equal to the original cost ($4.45 per share) (excluding the 101,131 shares formerly held by X. Xxxxxx) and subject to compliance by the holders of Class B common shares as to the delivery with good and marketable title of certificates representing such shares, payment for the shares shall be made within 10 days after the Closing Date.
Class B Common Shares. The Class B Common shares, as a class, shall have attached to them the following rights, privileges, restrictions and conditions:
Class B Common Shares. The Company and the Executive acknowledge that, as of the Effective Date, the Executive beneficially owns 44,965 shares of the Company’s Class B common stock (the “Class B Shares”). Subject to compliance with applicable securities laws, the Company will use commercially reasonable efforts (including, without limitation, converting the Class B Shares into shares of Class A common stock of the Company) to cause the Class B Shares to be released to a brokerage account of the Executive’s choosing following the Separation Date.
Class B Common Shares. Each Class B Common Share shall be convertible at any time at the option of any Class B Common Shareholder and for no additional consideration into either (a) one Class A Common Share, or (b) one Class C Common Share; provided, however, that no conversion shall be effected pursuant to this Section 3.3(d)(i) unless any necessary approval of the FCC has been obtained; provided, further, that no conversion of Class B Common Shares into Class C Common Shares shall be effected pursuant to this Section 3.3(d)(i), unless the holders of at least a majority of the Outstanding Class B Common Shares on the date on which the Conversion Notice is received by the Company approve the conversion of such Shares.
Class B Common Shares. At the time of a conversion pursuant to Section 3.3(d)(i)(A) or, in the event such conversion requires the consent of the FCC, at or after the time any necessary approval of the FCC has been obtained, the Class B Common Shareholder(s) shall deliver to the office of the Company or any Transfer Agent for the Common Shares (x) the Certificate or Certificates representing the Class B Common Shares to be converted, duly endorsed in blank or accompanied by duly executed proper instruments of transfer, (y) written notice (the “Conversion Notice”) to the Company stating that such Shareholder(s) elect(s) to convert such Share or Shares and stating the number of Class B Common Shares to be converted, the series of Common Shares into which such Class B Common Shares are to be converted, and the name and address in which each Certificate for Shares of the applicable series of Common Shares issued upon such conversion is to be issued and (z) evidence reasonably satisfactory to the Company of the satisfaction of the conditions to such conversion. The conversion shall be deemed to have been effected at the time and date when such delivery is made to the Company or the Transfer Agent of the Shares to be converted, and the Person exercising such conversion shall be automatically admitted as a Class A Common Shareholder or Class C Common Shareholder, as applicable, holding the number of Class A Common Shares or Class C Common Shares, as applicable, issuable upon such conversion at such time.
