Class C Common Stock. 3 Closing...........................................................................................................6
Class C Common Stock. Upon the occurrence of a Class C -------------------- Voting Election, the rights of the Class C Holder to vote as a separate class with respect to any matter (except as required by law) shall cease and be eliminated. The "Class C Voting Election" shall be conclusively deemed to have occurred upon receipt by the Secretary of the corporation of a written consent signed by the record holders of a majority of the outstanding shares of Class C Common Stock electing to eliminate the voting rights of the Class C Common Stock as provided in the preceding sentence and such election shall be irrevocable. Additionally, if at any time the Class C Holder (or its Permitted Transferee) owns less than the Class C Required Amount (a "Class C Voting Event," and together with a Class C Voting Election, a "Class C Voting Conversion"), the rights of the Class C Holder to vote as a separate class with respect to any matter (except as required by law) shall cease and be eliminated. From and after a Class C Voting Conversion, the Class C Holder shall vote together as a class with the holders of the Class A Common Stock (and, if a Class B Voting Conversion has occurred, the Class B Holders), except as required by law.
Class C Common Stock. The Company shall not effect any reverse stock split or share cancellation or take any other action that would decrease the amount of issued and outstanding shares of Class C Common Stock (whether existing on or following the date of this Agreement) to a number that is less than the number of Ares Operating Group Units directly or indirectly owned by the Company without the prior written consent of the Stockholders that own a majority of the Company Securities owned by all Stockholders (such consent not to be unreasonably withheld, conditioned or delayed if effecting such reverse stock split or share cancellation or taking any such other action would not reasonably be expected to result in an Exchange Event). The foregoing shall not prohibit or restrict the Company from retiring or cancelling any shares of Class C Common Stock in the event a corresponding number of Ares Operating Group Units Beneficially Owned by any Person (other than by the Company) are converted or exchanged into shares of Class A Common Stock.
Class C Common Stock. 8.01 Applicability of Section 8. The covenants set forth in Sections 8.02 through 8.06 of this Section 8 are made for the benefit only of Hearst and Hearst Permitted Transferees, and shall be effective only for so long as Hearst and the Hearst Permitted Transferees own shares of Class C Common Stock and the Class C Allocation Percentage (as defined in the Restated Charter) is at least equal to 15 percent (15%).
Class C Common Stock. Each share of the Class C Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of Merger #1 and without any action on the part of the holder thereof, be automatically canceled and extinguished and converted into the right to receive (i) the Ordinary Per Share Base Consideration plus (ii) the Ordinary Per Share Sharing Percentage of the Excess Consideration, which amounts shall be paid in the form of cash and Buyer Common Stock as allocated to the Class C Common Stockholders in accordance with Section 3.2 (the total per share consideration described in clauses (i) and (ii) is referred to herein as the “Class C Per Share Merger Consideration”). All such shares of Class C Common Stock, when so converted, shall no longer be issued or outstanding and shall automatically be cancelled and retired and shall cease to exist. Each Class C Common Stockholder shall cease to have any rights with respect thereto, except the right to receive the Class C Per Share Merger Consideration for each share of Class C Common Stock to be paid in consideration therefor upon and following the surrender of all of the stock certificate(s) representing the Class C Common Stock held by such Class C Common Stockholder (or lost stock affidavit in lieu thereof) in accordance with Section 2.8 below (e)
Class C Common Stock. The allocation below is based on the following inflation per share amounts for Class Period share purchases and sales as well as the statutory PSLRA 90-day look-back amount of $17.63. Furthermore, if any of the formulas set forth below yield an amount less than $0.00 the claim per share is zero. Inflation Period Inflation per Share September 16, 2015 – January 10, 2016 $9.77 January 11, 2016 – January 27, 2016 $7.60 January 28, 2016 – April 20, 2016 $13.70 April 21, 2016 – May 31, 2016 $17.01 June 1, 2016 – July 25, 2016 $15.47 July 26, 2016 – October 24, 2016 $14.17 October 25, 2016 – January 30, 2017 $10.00 January 31, 2017 – April 26, 2017 $3.96 April 27, 2017 – July 31, 2017 $5.57 August 1, 2017 – November 1, 2019 $3.56 As discussed above, on April 8, 2016, Under Armour issued Class C stock through a stock dividend on a one-for-one basis to all existing holders of Class A stock as of March 28, 2016. To the extent a Claimant acquired shares of Class C stock through the issuance of this dividend, the Claimant’s implied purchase date of Class C stock shall be the same as the purchase date of the corresponding shares of Class A stock and the Claimant’s implied purchase price of Class C stock shall be the same as the split adjusted Class A purchase and/or acquisition price described above. Then, the Claimant’s implied purchase price of Class C stock shall be further split adjusted as described below. For Under Armour Class C shares purchased, or acquired, on or between September 16, 2015, through and including November 1, 2019, the claim per share shall be as follows:
Class C Common Stock. [ ] Common Shares shall be classified as Class C Common Stock, $0.01 par value per share (the “Class C Common Stock”). Class C Common Stock shall not be issued except in conjunction with an issuance of OP Units, in a ratio of no more than one (1) share of Class C Common Stock for every forty-nine (49) OP Units, as may be adjusted to take into account any reclassification, stock split, reverse stock split, stock dividend or non-cash distribution, recapitalization or other similar transaction and/or as may be similarly adjusted in accordance with the Partnership Agreement. Subject to the provisions of Article VI of the Charter, the rights, preferences, privileges and restrictions granted and imposed upon the Class C Common Stock are as follows:
Class C Common Stock. Subject to the provisions of Section 3.2(e) hereof, each share of Class C Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(b)) shall be converted into the right to receive a number of shares of Common Stock equal to the Class C Conversion Number. All such shares of Class C Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive certificates representing the shares of Common Stock issued in consideration therefor upon the surrender of such certificate in accordance with Section 3.2, without interest.
Class C Common Stock. Dividends and other distributions shall not be declared or paid on the Class C Common Stock.
Class C Common Stock. Except as contemplated by Section 4.3(b)(iv) of this Amended and Restated Certificate, dividends and other distributions shall not be declared or paid on the Class C Common Stock.
