Conversion of Class B Common Stock. (i) Each holder of Class B Common Stock shall be entitled to convert at any time all or any portion of such holder's Class B Common Stock into shares of fully paid and non-assessable Class A Common Stock at the ratio of one share of Class A Common Stock for each share of Class B Common Stock so converted.
(ii) The holders of a majority of the voting power of all the outstanding shares of Class B Common Stock shall be entitled to cause the conversion at any time all, but not less than all, of the outstanding shares of Class B Common Stock into shares of fully paid and non-assessable Class A Common Stock at the ratio of one share of Class A Common Stock for each share of Class B Common Stock so converted. In the event of any such conversion, each share of Class B Common Stock which is then outstanding shall automatically, and without any notice to or action by the Corporation, the holder or any other Person, convert into one share of Class A Common Stock.
(iii) The right to convert shares of Class B Common Stock into shares of Class A Common Stock as provided by Clause (2)(f)(i) of this Article FOURTH and the first sentence of Clause (2)(f)(ii) of this Article FOURTH shall be exercised by the surrender to the Corporation of the certificate or certificates (or a letter of transmittal representing the transfer of book-entry entitlements in lieu thereof) representing the shares to be converted at any time during normal business hours at the principal executive offices of the Corporation, accompanied by a written notice of the holder of such shares stating that such holder desires to convert such shares, or a stated number of the shares represented by such certificate or certificates (or book-entries made in lieu thereof), into shares of Class A Common Stock, as shall be stated in such notice, and, if certificates representing any of the shares to be issued upon such conversion are to be issued in a name other than that of the holder of the share or shares converted, accompanied by an instrument of transfer, in form satisfactory to the Corporation for the Common Shares, duly executed by such holder or such holder's duly authorized attorney. As promptly as practicable following the surrender for conversion of a certificate (or a letter of transmittal representing the transfer of book-entry entitlements in lieu thereof) representing shares to be converted with the notice and in the manner provided in this paragraph, the Corporation shall issue to such holder a cer...
Conversion of Class B Common Stock. In the event that there has been a Triggering Event with respect to shares of Class B Common Stock (as determined pursuant to the definition of “Triggering Event”) prior to the Earnout Termination Date, such shares of Class B Common Stock shall automatically and without further action on the part of the Corporation or such holder be converted on the applicable Class B Conversion Date into an equal number of fully paid and nonassessable shares of (i) Class E Common Stock (solely with respect to then-current holders of Class E Common Stock) or (ii) Class A Common Stock. Each outstanding stock certificate that, immediately prior to such conversion, represented one or more shares of Class B Common Stock subject to such conversion will, upon such conversion, be deemed to represent an equal number of shares of Class A Common Stock or Class E Common Stock, as applicable, without the need for surrender or exchange thereof. The Corporation will, upon the request of any holder whose shares of Class B Common Stock have been converted into shares of Class A Common Stock or Class E Common Stock, as applicable, as a result of such conversion and upon surrender by such holder to the Corporation of the outstanding certificate(s) formerly representing such holder’s shares of Class B Common Stock (if any), issue and deliver to such holder certificate(s) representing the shares of Class A Common Stock or Class E Common Stock, as applicable, into which such holder’s shares of Class B Common Stock were converted as a result of such conversion (if such shares are certificated) or, if such shares are uncertificated or the stockholder otherwise consents, register such shares in book-entry form.
Conversion of Class B Common Stock. In the event the Charter Amendment is not approved at the Initial Stockholders' Meeting, then promptly thereafter, but in any event prior to the record date established by the Company for the Additional Stockholders' Meeting, Xxxxxxxxx and the Xxxxxxxxx Trust agree to convert a number of shares of Class B Common Stock into Class A Common Stock in an amount equal to the lesser of (i) all of their respective shares of Class B Common Stock or (ii) that number of shares of Class B Common Stock such that Xxxxxxxxx will beneficially own at least a majority of the outstanding shares of Class A Common Stock as of such record date. Xxxxxxxxx and the Xxxxxxxxx Trust agree to comply with the provisions of Section 4.1 hereof with respect to such shares including, without limitation, voting all of such shares of Class B Common Stock in favor of the Charter Amendment. The number of shares of Class B Common Stock to be converted by Xxxxxxxxx and the Xxxxxxxxx Trust shall be reduced by the number of shares of Class A Common Stock beneficially owned by Persons other than Xxxxxxxxx for which an irrevocable voting agreement or proxy has been submitted to Acquiror to vote such shares in favor of the Charter Amendment and the Merger Agreement.
Conversion of Class B Common Stock. On the date hereof, Quilvest ---------------------------------- has caused to be delivered to the Company irrevocable notices of Conversion from the holders of at least 1,400,000 shares of Class B Common Stock, other than from Quilvest, Terbem or the members of TCR Management, to convert the shares of Class B Common Stock beneficially owned by them into shares of Class A Common Stock effective as of the Initial Closing Date. In no event shall Quilvest permit shares of Class B Common Stock to be converted prior to the receipt of the Required Approval such that, when measured after any such conversion, the number of outstanding shares of Series B Common Stock shall be less than 10% of the number of outstanding shares of both the Series A Common Stock and the Series B Common Stock in the aggregate then outstanding. In no event shall Quilvest permit the conversion of any shares of Class B Common Stock beneficially owned by it, Terbem or members of TCR Management until after the Required Approval is obtained. The Company hereby agrees to cooperate in all respects with Quilvest in connection with this Section 7.4.
Conversion of Class B Common Stock. For so long as a Shareholder Group Member beneficially owns any shares of Class B Common Stock, the Company shall not amend or repeal, or adopt any provision in its governing documents that is inconsistent with, Section III(A)(4) of the Company’s Amended and Restated Articles of Incorporation, and shall at all times reserve and keep available, out of the aggregate of its authorized but unissued Common Stock, and issued Common Stock held in its treasury, for the purpose of effecting the conversion of the Class B Common Stock contemplated by Section III(A)(4) of the Company’s Amended and Restated Articles of Incorporation, the full number of shares of Common Stock then deliverable upon the conversion of all outstanding shares of Class B Common Stock beneficially owned by Shareholder. The Company shall use its reasonable best efforts to cause such shares of Common Stock to be at all times approved for listing on the NYSE, subject to official notice of issuance, as applicable.
Conversion of Class B Common Stock. If at any time prior to the ---------------------------------- expiration of this Warrant, all of the Company's then outstanding Class B Common Stock is converted into shares of the Company's Class A Common Stock, then this Warrant shall immediately become exercisable for that number of shares of Class A Common Stock receivable upon conversion by a holder of the same number of shares of Class B Common Stock as were subject to this Warrant immediately prior to such conversion, and the Exercise Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Exercise Price of the maximum number of shares of Class B Common Stock for which this Warrant was exercisable immediately prior to such conversion, by (y) the number of shares of Class A Common Stock for which this Warrant is exercisable immediately after such conversion. After any such conversion, all references herein to Class B Common Stock shall be deemed to be references to Common Stock.
Conversion of Class B Common Stock. The Stockholders may convert their shares of Class B Common Stock to shares of Class A Common Stock as provided in the Certificate of Incorporation, and each Stockholder agrees to vote its Shares in such a manner as to give full effect to such conversion rights.
Conversion of Class B Common Stock. Within five (5) days after the date upon which the Fund ceases to be the record holder or Beneficial Owner of five percent (5%) or more of the issued and outstanding shares of Capital Stock, the Fund shall (i) provide written notice to the Company of the occurrence of such event and (ii) make available to the Company for exchange (in accordance with the provisions of Section 2.A.6 of Article III of the Certificate of Incorporation) the certificate representing the Class B Common Stock then held by the Fund.
Conversion of Class B Common Stock. All of BUYER's shares of Class B Common Stock, $.01 par value shall have been converted into BUYER Shares at the Effective Time in accordance with the Undertaking Agreement of even date herewith among BUYER, SUB, COMPANY and certain BUYER stockholders.
Conversion of Class B Common Stock. Subject to the satisfaction (or waiver) of the ATS Conditions, at or prior to the Closing, ATS shall cause the ATS Class B Common Stock issued to Steven B. Dodge in the ATS Private Placement to be converted inxx x xxxx xxxxxx of shares of ATS Class A Common Stock to the extent that, after giving effect to the consummation of the Merger, Steven B. Dodge, Chairman of the Board and Chief Executive Officer of XXX, xxxxx xxx more than 49.99% of the voting power of the ATS Common Stock within the meaning of the ATS Restated Certificate. ATS shall ensure that no ATS Class B Common Stock is issued in the ATS Private Placement to any Person other than Steven B. Dodge and Thomas H. Stoner, in each case, to the extent pxxxxxxxx xx xxx provxxxxxx xx xxxx Xection and Section 6.25.
