Conversion of Class A Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Pivotal, VMware, Merger Sub or the holders of any shares of capital stock of Pivotal, VMware or Merger Sub:
(a) Each share of Class A Common Stock, par value $0.01 per share, of Pivotal (such shares, collectively, the “Class A Shares”) issued and outstanding immediately prior to the Effective Time (other than any (i) Excluded Class A Shares and (ii) Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive $15.00 in cash, without interest, and subject to deduction for any required withholding Tax (the “Class A Merger Consideration”). As of the Effective Time, all Class A Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter only represent the right to receive the Class A Merger Consideration, if any, to be paid in accordance with section 2.4, without interest, subject to section 2.7.
(b) Each Class A Share held in the treasury of Pivotal or owned, directly or indirectly, by Dell, EMC LLC, VMW Holdco LLC, VMware or Merger Sub immediately prior to the Effective Time (in each case, other than any such Class A Shares held on behalf of unaffiliated third parties) (collectively, “Excluded Class A Shares”) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. For the avoidance of doubt, no Class B Shares shall be deemed Excluded Class A Shares and all Class B Shares shall be treated in accordance with section 2.2.
(c) Each share of common stock, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
(d) If at any time during the period between the date of this Agreement and the Effective Time (other than pursuant to the Support Agreement), any change in the outstanding shares of capital stock of Pivotal, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Class A Merger Consideration shall be equi...
Conversion of Class A Shares. (a) At the Effective Time, each Class A Share issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be converted into and shall become a number of fully paid and nonassessable shares of common stock, $.01 par value per share, of Parent ("Parent Common Stock") equal to the Class A Exchange Ratio (as defined below) (the "Class A Merger Consideration"). Notwithstanding the foregoing if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the exchange ratio contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
(b) The "Class A Exchange Ratio" is 0.4484, which represents a fraction, the numerator of which is 13 and the denominator of which is the average of the closing prices for Parent Common Stock as reported on the New York Stock Exchange (the "NYSE") Composite Transactions reporting system for the 10 full business days prior to the date hereof.
Conversion of Class A Shares. Any BEP-Affiliated Class A Shareholder shall be entitled at any time to have any or all of such BEP-Affiliated Class A Shareholder’s Class A Shares converted into Class C Shares at a conversion rate equal to one Class C Share for each Class A Share in respect of which the conversion right is exercised. The right of conversion herein provided for may be exercised by notice in writing given to the Transfer Agent (a “Conversion Notice”), which notice shall specify the number of Class A Shares that the BEP-Affiliated Class A Shareholder desires to have converted. Upon receipt of a Conversion Notice, the Company shall, subject to applicable Law, promptly issue to the converting BEP-Affiliated Class A Shareholder the requisite number of Class C Shares and the Transfer Agent shall cancel the converted Class A Shares subject to the Conversion Notice effective concurrently therewith. Table of Contents
Conversion of Class A Shares. Any Class C Shareholder shall be entitled at any time to have any or all of such Class C Shareholder’s Class A Shares converted into a number of Class C Shares (which may include a fraction of a Class C Share) at a conversion rate, for each such Class A Share in respect of which the conversion right is exercised, equal to the number obtained by dividing the fair market value of a Class A Share by the fair market value of a Class C Share, in each case as determined by the Board (the “conversion number”). If the conversion number from time to time is not equal to one (1), then the conversion may include any subdivision or consolidation of the Class C Shares necessary so that (a) the conversion number (calculated immediately after giving effect to the subdivision or consolidation of the Class C Shares but before the conversion is completed) will become one (1) and (b) the Class A Shares to be converted will be converted into the same number of Class C Shares. The right of conversion herein provided for may be exercised by notice in writing given to the Transfer Agent (a “Conversion Notice”), which notice shall specify the number of Class A Shares that the Class C Shareholder desires to have converted. Upon receipt of a Conversion Notice, the Company shall, subject to applicable Law, promptly issue to the converting Class C Shareholder the requisite number of Class C Shares and the Transfer Agent shall cancel the converted Class A Shares subject to the Conversion Notice effective concurrently therewith.
Conversion of Class A Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Class A Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined herein)), shall by virtue of the Merger be canceled and retired and shall be converted into the right to receive, pursuant to Section 2.2, the Merger Consideration, payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Class A Share or any replacement certificates representing such Class A Shares as may be obtained from the transfer agent of the Company.
Conversion of Class A Shares. (a) For so long as the company has any outstanding Class B shares, any Class A shares received or acquired by Theta Group shall be converted into Class B shares.
(b) Theta shall notify the company’s board of directors in writing of any Class A shares acquired by Theta Group, setting out the number of shares to be converted and such information regarding the account in which the relevant Company Shares are held in the book-entry system as is necessary to enable to company to effect the conversion (a “Class A Share Conversion Notice”).
(c) The company’s board of directors shall carry out the conversion and notify the Trade Register of the changes in the number of shares in the share classes as soon as practically possible and no later than within fourteen (14) days from having received a Class A Share Conversion Notice. The company may request that a note restricting the shareholder's right to Transfer Class A shares prior to completion of the conversion thereof into Class B shares shall be entered in the book-entry account of the shareholder.
(d) The company has an independent right, regardless of whether a Class A Share Conversion Notice has been made in accordance with section 21(b), to convert into Class B shares any Class A shares acquired by Theta Group. Further, if Theta Group has come to own Class A shares as a result of a conversion of Class B shares pursuant to section 20, and it becomes reasonably apparent that the completion of the relevant Conversion Event will not occur within the next thirty (30) days, then the company’s board of directors has the right (after having consulted with Theta) to convert into Class B shares any Class A shares so held by Theta Group, and Theta shall have a corresponding right to demand such conversion.
(e) A Class A share is converted into a Class B share on a one-to-one (1:1) conversion ratio.
(f) A Class A share shall be considered to have been converted into a Class B share once the entry into the Trade Register has been made. The company shall without delay notify the owner whose Class A shares have been converted and the book-entry register keeper that the conversion has been registered.
(g) If necessary, the company’s board of directors shall provide further instructions on the process of the conversion, provided that such instructions are not prejudicial to the rights of Theta Group or owners of Class B shares.
Conversion of Class A Shares. Each Class A Share issued and outstanding immediately prior to the Effective Time (other than Class A Shares to be cancelled or to remain outstanding in accordance with Section 2.01(b) and Dissenting Shares, which shall be treated pursuant to Section 2.03) shall be automatically converted into and shall thereafter represent only the right to receive an amount in cash equal to $25.00 per Class A Share, without interest (the “Per Share Merger Consideration” and in the aggregate for all such Class A Shares, the “Merger Consideration”). Subject to Section 2.03 with respect to Dissenting Shares, at and as of the Effective Time, all such Class A Shares shall no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time evidenced ownership of any Class A Shares (a “Certificate”) or person entered on the transfer records of the Company as the owner in book-entry of any uncertificated Class A Shares that were issued and outstanding immediately prior to the Effective Time (a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pertaining to the Class A Shares represented by such Certificate or Book-Entry Share, as applicable, without interest, upon the surrender thereof in accordance with Section 2.02.
Conversion of Class A Shares. Each issued and outstanding Class A Share immediately prior to the Partnership Merger Effective Time will (i) be converted into the right to receive the Share Merger Consideration, (ii) no longer be outstanding, (iii) automatically be canceled and (iv) cease to exist. In addition and notwithstanding the cancellation of Class A Shares pursuant to this Agreement, following the Partnership Merger Effective Time, holders as of the relevant record date of Class A Shares issued and outstanding immediately prior to the Partnership Merger Effective Time will have continued rights to any distribution from the Partnership, without interest, with respect to such Class A Shares with a record date occurring prior to the Partnership Merger Effective Time that was declared or made by the General Partner Board prior to the Partnership Merger Effective time with respect to such shares in accordance with the terms of the Partnership Agreement and this Agreement and which remains unpaid as of the Partnership Merger Effective Time (an “Unpaid Partnership Distribution”).
Conversion of Class A Shares. Each of the Sellers that holds Class A Shares as at the date hereof hereby irrevocably exercises such Seller's right to convert all of such Seller's Class A Shares into Common Shares in accordance with terms of the Company Articles; provided, however, that notwithstanding anything to the contrary herein, the exercise of such conversion right by such Seller in this SECTION 6.15 is conditional upon the completion of the transaction of purchase and sale contemplated by the Agreement and shall only become effective after the satisfaction or waiver of all conditions precedent to, and immediately prior, to the Closing as contemplated by this Agreement. For greater certainty, in the event that this Agreement is terminated in accordance with SECTION 9.01, exercise of such conversion right by such Seller in this SECTION 9.01 shall immediately be null and void and of no force and effect. Each of the Sellers that holds Class A Shares as at the date hereof further acknowledges and agrees that such Seller shall not receive certificates evidencing the Common Shares to which it is entitled as a result of the conversion of the Class A Shares. Instead, such Seller shall be deemed to have sold such Common Shares to the Purchaser in accordance with the terms of this Agreement by delivering to the Purchaser certificates representing all of such Seller's Class A Shares at the Closing and shall be entitled to the Aggregate Per Seller Purchase Price payable to such Seller hereunder. Such Seller covenants and agrees that it shall execute and deliver all such documents, instruments and other papers that may be required to carry out the provisions of this SECTION 6.15 on or before the Closing Date.
Conversion of Class A Shares. In the event that Purchaser intends to transfer or sell (including by merger or operation of law) any shares of Class A Common Stock to a third party, it shall be a condition precedent to any such transfer or sale that Purchaser, immediately prior to the effectiveness of any such transfer or sale, convert such shares of Class A Common Stock into shares of Class B Common Stock in accordance with Section 4(i) (Optional Conversion) of Article IV of the Restated Certificate.
