Class B Conversion Clause Samples

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 (i) ten (10) business days following receipt by BOX Holdings of the aforementioned notice, or (ii) such time as specified in such notice. Notwithstanding the foregoing, prior to the dissolution of BOX Holdings, the Chairman shall provide written notice to the holders of Class B Units of the amount of assets available for distribution on a per Unit basis to holders of Class A Membership Units and Class B Membership Units upon dissolution, and such notice shall give the Class B Unit holders at least five (5) business days after receipt of the notice to notify the Chairman whether the Class B Unit holder intends to exercise the conversion right. Upon such conversion, BOX Holdings shall issue the new Class A Membership Units in accordance with this Agreement. Except for the right to designate a Director in accordance with Section 4.1, all rights related to the Class B Membership Units will terminate automatically upon any conversion into Class A Membership Units.

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.

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. (A) For...

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.

Class B Conversion. Immediately prior to the Closing, the Sponsor shall convert an aggregate of 2,028,750 Class B Shares, representing the Class B Shares that will be retained by it following the transfer of the Transferred Shares hereunder, into Class A Shares on a one-for-one basis (the “Class B Conversion”). In furtherance of the foregoing, Sponsor shall deliver an irrevocable instruction letter addressed to CST instructing CST to effect the Class B Conversion, along with such other instructions, opinions, instruments and documents that may be necessary or desirable to effect the Class B Conversion. Following the Class B Conversion and transfer of the Transferred Shares, Sponsor will not own any Class B Shares.

Class B Conversion. The Class B Conversion shall have occurred.

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.

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.

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 (i) ten