Class B Conversion Sample Clauses

Class B Conversion. (a) Promptly after the Effective Time, VMware shall issue (or cause to be issued) to Dell, book-entry shares representing the shares of Class B VMware Common Stock issued pursuant to section 2.2(a) and the Class B Merger Consideration issued in accordance with the terms of this article II shall be deemed to have been issued in full satisfaction of all rights pertaining to the Class B Shares.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Class B Conversion. In the event that (a) a Class B Default occurs, (b) a Company Xxxxxxxx Trigger Event or Cinemark Xxxxxxxx Trigger Event occurs or (c) the Class B Membership Units are Transferred to any Person other than a Permitted Transferee, then unless otherwise expressly waived in writing by the Class A Member in its sole discretion within five days after the Class A Member receives notice of a Class B Default, a Company Xxxxxxxx Trigger Event, a Cinemark Xxxxxxxx Trigger Event or Transfer of Class B Membership Interests, all outstanding Class B Membership Units shall automatically convert into the same number of Class C Membership Units without further action by the Class B Member. Upon the conversion of the Class B Membership Units into Class C Membership Units, (i) all voting or consent rights of the Class B Member shall cease, (ii) the Class A Member shall have the right to elect the entire Board, (iii) the Class A Member (or Class A Managers, as applicable) shall have the right to make all decisions enumerated in Section 5.3, and (iv) the holder of the Class C Membership Units shall have such rights and obligations with respect to the Class C Membership Units as a Member as set forth in this Agreement. For the avoidance of doubt, the Capital Account attributable to the Class B Membership Units converted to Class C Membership Units shall be the Capital Account of the Class C Member attributable to such Class C Membership Units.
Sample 1
Class B Conversion. Subject to the terms of this Agreement, the Partnership hereby agrees that, in connection with the Merger, it will not make a Partnership Fundamental Change Election (as such term is defined in the Partnership Agreement), and each Unitholder hereby agrees that, in connection with the Merger, it will not make a Class B Fundamental Change Election (as such term is defined in the Partnership Agreement). The parties hereto hereby acknowledge that, subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time each Class B Unit held by the Unitholders as of immediately prior to the Effective Time will be converted into the right to receive one Parent Class B Unit. It is understood and agreed that the Parent Class B Units will be a new class of units of Parent, with each series thereof containing substantially similar rights and obligations, including in respect of transfer restrictions and conversion rights as those of each series of Class B Units; provided, however, that (i) there shall be no transfer restrictions on (and Section 1.2 shall not apply to) any Parent Units issued upon the conversion of the Parent Class B Units and (ii) each Parent Class B Unit shall be convertible into 1.09 Parent Units plus an amount in cash equal to the Cash Consideration. Each Unitholder agrees that the Parent Class B Units constitute “ Equivalent Securities ” within the meaning of Section 5.7(i) of the Partnership Agreement.
Sample 1
Class B Conversion. The Partnership may elect to convert the Class B Units into Class A Units by delivery of written notice to the holders of Class B Units any time after the Partnership has achieved the Class B Conversion Threshold, and upon the Partnership making such election the Class B Units shall be converted into a number of fully paid and nonassessable (subject to Section 17-607 of the Delaware Act) Class A Units as is equal to the number of Class B Units multiplied by the Class B Conversion Factor in effect at the time that the Partnership elects to convert the Class B Units; provided, however, on the fifth anniversary of the Effective Date, the Class B Units shall be automatically converted into a number of fully paid and nonassessable (subject to Section 17-607 of the Delaware Act) Class A Units as is equal to the number of Class B Units multiplied by the Class B Conversion Factor in effect on the fifth anniversary of the Effective Date if (i) the Partnership has met the Class B Conversion Threshold, (ii) the Partnership has not previously redeemed the Class B Units, and (iii) the Partnership has not otherwise provided notice and converted the Class B Units pursuant to this Section 4.2(i)(i); provided, further, if the Class B Units are not converted into Class A Units prior to or on the fifth anniversary of the Effective Date, then, from and after the fifth anniversary of the Effective Date, upon the Partnership achieving the Class B Conversion Threshold, the Class B Units shall be automatically converted into a number of fully paid and nonassessable (subject to Section 17-607 of the Delaware Act) Class A Units as is equal to the number of Class B Units multiplied by the Class B Conversion Factor in effect at the time that the Class B Conversion Threshold is achieved; provided, further, if the Class B Conversion Threshold is not achieved by the end of the tenth anniversary of the Effective Date, each Class B Unit shall be converted into a number of fully paid and nonassessable (subject to Section 17-607 of the Delaware Act) Class A Units as is equal to the number of Class B Units multiplied by the Class B Conversion Factor in effect at that time (the “Class B Conversion Rights”). For the avoidance of doubt, in the event of a conversion of the Class B Units to the Class A Units pursuant to this Section 4.2(i)(i), no amounts distributed to the Class B Holders prior to conversion will be returnable by or recoverable from the Class B Holders to the Partnership.
Sample 1
Class B Conversion. Effective as of, and conditioned on, the occurrence of the Closing in accordance with the Business Combination Agreement, each Sponsor Party hereby consents to the automatic conversion of its Pre-Closing Class B Common Shares into (a) a number of New CCNB Class A Common Shares set forth opposite its or his/her name on Schedule I hereto under the heading “Class B Conversion Shares”, (b) a number of New CCNB Series B-1 Common Shares listed under the heading “Series B-1 Earn-Out Shares” and (c) a number of New CCNB B-2 Common Shares listed under the heading “Series B-2 Earn-Out Shares”, in each case simultaneously with and contingent upon the filing of the New CCNB Certificate of Incorporation (collectively, the “Founder Share Conversion”). Following the Founder Share Conversion, each Sponsor Party shall own the number of New CCNB Class A Common Shares, New CCNB Series B-1 Common Shares and New CCNB Series B-2 Common Shares set forth opposite its or his/her name on Schedule I hereto under the heading “New CCNB Class A Common Shares,” “New CCNB Series B-1 Common Shares” and “New CCNB Series B-2 Common Shares,” respectively. The Restricted Sponsor Shares shall be subject to the provisions set forth in this Side Letter and the New CCNB Certificate of Incorporation.
Sample 1
Class B Conversion. The conversion of Class B shares to Class A shares after six (6) years is subject to the continuing availability of a private letter ruling from the Internal Revenue Service, or an opinion of counsel or tax adviser, to the effect that the conversion of Class B shares does not constitute a taxable event for the shareholder under Federal income tax law. If that revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended. In that event, no further conversions of Class B shares would occur while the suspension remained in effect. Although Class B shares could then be exchanged for Class A shares on the basis of relative net asset value of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the holder, and absent such exchange, Class B shares might continue to be subject to the asset-based sales charge for longer than six (6) years. Shareholders should consult their tax advisors regarding the state and local tax consequences of the conversion of Class B shares into Class A shares, or any other conversion or exchange of shares.
Sample 1
Class B Conversion. Upon completion of an equity financing (or financing by way of instrument that is convertible into equity) pursuant to which a third party investor subscribes (or, in the case of a financing by way of instrument that is convertible into equity, will on conversion of such instrument subscribe) for an equity interest in Qoros in an aggregate amount not less than the Qualified Financing Amount (as defined in the Qoros Loan), excluding any amount attributable to the issuance of Class A Interests in connection with the Class B Conversion (as defined below), and other than a transaction pursuant to which all amounts owed by the Company under the Loan Agreement are (or are deemed to be) repaid (a “Qualified Financing”), the Class B Interests shall automatically convert into Class A Interests (the “Class B Conversion”), based on the principal, together with all accrued but unpaid interest, under the Loan Agreement, in accordance with the conversion formulation set forth in Clause 7 of the Loan Agreement, and Schedule A shall be adjusted to reflect the Class B Member’s percentage of Class A Interests. At the time at which a conversion of Class B Interests into Class A Interests becomes effective (the “Class B Conversion Time”), all Class B Interests which are the subject of such conversion (including any rights attaching thereto) shall, by virtue of the provisions of this Agreement, without any action on the part of the holders thereof, be deemed cancelled and be automatically converted into Class A Interests, which Class A Interests shall be deemed to be issued by the Company as of the Class B Conversion Time. Notwithstanding the aforementioned if, upon completion of a Qualified Financing, the outstanding amount owed under the Loan Agreement is repaid in full, there shall be no Class B Conversion and the Class B Interests held by the Class B Member immediately prior to the Qualified Financing (including any rights attaching thereto) shall, by virtue of the provisions of this Agreement, without any action on the part of the holders thereof, be deemed cancelled.
Sample 1
AutoNDA by SimpleDocs
Class B Conversion. Under current interpretations of applicable federal income tax law by the Internal Revenue Service, the conversion of Class B shares to Class A shares after five years is not treated as a taxable event for the shareholder. If those laws or the IRS interpretation of those laws should change, the automatic conversion feature may be suspended. In that event, no further conversions of Class B shares would occur while that suspension remained in effect. Although Class B shares could then be exchanged for Class A shares on the basis of relative net asset value of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the shareholder, and absent such exchange, Class B shares might continue to be subject to the asset-based sales charge for longer than six years.
Sample 1
Class B Conversion. Upon notice to BOX Holdings, any Class B Member may elect to cause all or a portion of its Class B Membership Units to convert to an equal number of Class A Membership Units. For the avoidance of doubt, the Class B Member’s Capital Account does not change as a result of the conversion of the Class B Membership Units. Without the need of any action by any person, the conversion shall automatically occur upon the later of
Sample 1

Related to Class B Conversion

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Maximum Conversion The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate conversions of only 9.99% and aggregate conversion by the Holder may exceed 9.99

  • Date of Conversion Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------

  • Automatic Conversion Upon the automatic conversion of all outstanding shares of the series of equity securities comprising the Exercise Shares, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares would then be convertible, so long as such shares, if this Warrant had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the Company’s Certificate of Incorporation. In such case, all references to “Exercise Shares” shall mean shares of the Company’s Common Stock issuable upon exercise of this Warrant, as appropriate.

  • Forced Conversion Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!