Common use of Conversion of Class B Common Stock Clause in Contracts

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 (i) Each share of Class B Common Stock shall immediately become convertible into one share of Common Stock, at the event that there has been a Triggering Event with respect option of the holder thereof, at any time following the earlier of (x) the expiration or early termination of applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), required prior to such holder’s conversion of all such shares of Class B Common Stock Stock, and (as determined pursuant y) to the definition of “Triggering Event”) extent HSR Clearance is not required prior to such holder’s conversion of such shares of Class B Common Stock, the Earnout Termination Date, date that such holder owns such shares of Class B Common Stock. Conversion of such shares of Class B Common Stock shall automatically and without further action on the part be effected by surrender of the Corporation or such holder be converted on the applicable holder’s certificate representing such share of Class B Conversion Date into an equal number of fully paid and nonassessable shares of (i) Class E Common Stock (solely with respect or, in the case of uncertificated shares, evidence of ownership satisfactory to then-current holders the Corporation) accompanied by a written notice from such holder addressed to the Corporation requesting the conversion and specifying the number 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 be converted. Upon a conversion will, upon such conversion, be deemed to represent an equal number of shares of Class A Common Stock or Class E B Common Stock, as applicable, without the need for surrender or exchange thereof. The Corporation will, upon shall issue to the request holder of any holder whose the shares of Class B Common Stock have been so converted into a certificate representing the number of 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 shall have been converted as a result (and, if fewer than all of such conversion (if holder’s shares of Class B Common Stock shall have been converted, a certificate representing the number of shares of Class B Common Stock that remain registered in such shares are certificatedholder’s name) or, if such shares are in the case of any uncertificated or the stockholder otherwise consentsshares, register evidence of registration of such shares in book-entry form.

Conversion of Class B Common Stock. In the event that there has been a Triggering Immediately upon any Conversion Event with respect applicable to any shares of Class B Common Stock (as determined pursuant to the definition of “Triggering Event”) prior to the Earnout Termination DateStock, such shares of Class B Common Stock shall automatically and automatically, without any further action on the part of the Corporation record holder thereof or such holder be converted on the applicable Class B Conversion Date any other person, convert into and become 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, which conversion shall be effective on the Conversion Date with respect to such shares of Class B Common Stock, and the holder of such share of Class B Common Stock shall become a record holder of Class A Common Stock as of such Conversion Date. Each outstanding stock certificate or book-entry credit, as applicable, that, immediately prior to such conversionConversion Event, represented one or more shares of Class B Common Stock subject to such conversion willshall, upon such conversionConversion Event, be automatically deemed to represent as of the Conversion Date an equal number of shares of Class A Common Stock or Class E Common Stock, as applicable, without the need for surrender any surrender, exchange or exchange thereofregistration thereof or any consent or notification. The Corporation willCorporation, or any transfer agent of the Corporation, shall, upon the request on or after the Conversion Date 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 a Conversion Event 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 Conversion Event (if such shares are certificated) or, if such shares are uncertificated or the stockholder otherwise consentsuncertificated, register such shares in book-entry form, reflecting that such holder is a record holder of Class A Common Stock as of the Conversion Date in respect of the relevant shares of Class B Common Stock.