CONVERSION OF CLASS Clause Samples
The "Conversion of Class" clause defines the process and conditions under which shares of one class may be converted into shares of another class within a company. Typically, this clause outlines the specific classes of shares eligible for conversion, the conversion ratio or formula, and any procedural requirements such as notice periods or approvals needed from shareholders or the board. Its core practical function is to provide flexibility in the company’s capital structure, allowing shareholders or the company to adapt to changing needs or circumstances, and to ensure clarity and fairness in how such conversions are handled.
CONVERSION OF CLASS. A SHARES
CONVERSION OF CLASS. A PREFERRED SHARES INTO CLASS B PREFERRED SHARES IN THE EVENT OF NON-
CONVERSION OF CLASS. A Interests into direct ownership of Qoros
(a) Following the LLC Conversion and until the third anniversary of the LLC Conversion, Ansonia may, at its discretion, request to LLC in writing that it wishes to convert / exchange its Class A Interests into a direct holding by it of an equity interest in Qoros (the “Company Conversion”) based on the then value of the indirect beneficial ownership in Qoros of such Class A Interests.
(b) If Ansonia requests a Company Conversion pursuant to paragraph (a) above:
(i) LLC shall notify each other party to this Agreement of Ansonia’s request;
(ii) LLC undertakes that it will use its best efforts (including, but not limited to, assisting with obtaining any required governmental or regulatory approvals, but, for the avoidance of doubt, such efforts shall exclude any requirement to make a repayment or prepayment of any existing indebtedness of Qoros) to take any and all steps required to effect the Company Conversion based on the then value of the indirect beneficial ownership in Qoros of such Class A Interests;
(iii) each of Kenon, Chery, Wuhu Chery and Qoros undertake to enter into good faith negotiations with respect to the Company Conversion and, following the conclusion of such negotiations, to enter into such agreements, and to use best efforts to take all other action, as is required by LLC and / or Ansonia to give effect to the Company Conversion; and
(iv) without prejudice to the generality of Clause 2.5(b)(iii), in respect of a Company Conversion, each of ▇▇▇▇▇, ▇▇▇▇▇ and Qoros hereby undertake to enter into good faith negotiations to make appropriate amendments to the Joint Venture Agreement such that, following the Company Conversion, each of Wuhu Chery, LLC, Ansonia and any new third party investor is a party to such Joint Venture Agreement and the Joint Venture Agreement is amended to reflect typical rights and protections for minority investors, including, but not limited to, relating to anti-dilution, material corporate actions and board representation.
(c) The undertakings and obligations of Chery and Wuhu Chery in sub-paragraphs (b)(iii) and (b)(iv) above (and compliance thereto) are subject to Chery and Wuhu Chery obtaining the required:
(i) internal corporate and board approval; and
(ii) shareholder approval, and Chery and Wuhu Chery agree to use best efforts to obtain such approvals at the relevant and appropriate time.
(d) Notwithstanding anything contrary hereunder, the Company Conversion is subject...
CONVERSION OF CLASS. C-1 Units and Class C-2 Units. In the event of any conversion to Common Units of any Class C Units, Class C-1 Units shall be converted into Voting Common Units, and Class C-2 Units shall be converted into Nonvoting Common Units.
CONVERSION OF CLASS. A SHARES
(a) For the purposes of paragraphs i. to vii.: