Conversion of Class B Shares. If, at any time, any Class B Shares are converted into Class A Shares, in whole or in part, then an equal percentage of the then outstanding Partnership Class B Common Units, or fractions thereof, shall automatically be converted into a number of Partnership Class A Common Units equal to the quotient of (i) the number of Class A Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect.
Conversion of Class B 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 Class B Share issued and outstanding immediately prior to the Effective Time (other than any Excluded Class B Shares) shall be converted into and entitled to receive 0.0550 (the “Class B Exchange Ratio”) of a share of Class B VMware Common Stock (the “Class B Merger Consideration”). As of the Effective Time, all such Class B 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 B Merger Consideration, and any cash in lieu of fractional shares of Class B VMware Common Stock payable pursuant to section 2.5(c), in each case to be issued or paid in accordance with section 2.5, without interest.
(b) Each Class B Share held in the treasury of Pivotal or owned, directly or indirectly, by VMware or Merger Sub immediately prior to the Effective Time (in each case, other than any Class B Shares held (x) by Dell or EMC LLC or (y) on behalf of other unaffiliated third parties) (collectively, “Excluded Class B Shares”) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(c) The Class B Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of securities convertible into Class B Shares or Class B VMware Common Stock, reorganization, recapitalization, reclassification or other like change with respect to the Class B Shares or Class B VMware Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time. Nothing in this section 2.2(c) shall be construed to permit Pivotal to take any action with respect to its securities that is prohibited by the terms of this Agreement.
Conversion of Class B Shares. (a) At the Effective Time, each Class B 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 Parent Common Stock equal to the Class B Exchange Ratio (as defined below) (the "Class B 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 B Exchange Ratio" is 0.4829, which represents a fraction, the numerator of which is 14 and the denominator of which is the average of the closing prices for Parent Common Stock as reported on the NYSE Composite Transactions reporting system for the 10 full business days prior to the date hereof.
Conversion of Class B Shares. If, at any time, any Class B-1 Shares are converted into Class A Shares, in whole or in part, then an equal number of the then outstanding Partnership Class B-1 Common Units, or fractions thereof, shall automatically be converted into a number of Partnership Class A Common Units equal to the number of Class A Shares issued upon such conversion. If, at any time, any Class B-2 Shares are converted into Class A Shares, in whole or in part, then an equal number of the then outstanding Partnership Class B-2 Common Units, or fractions thereof, shall automatically be converted into a number of Partnership Class A Common Units equal to the number of Class A Shares issued upon such conversion.
Conversion of Class B Shares. (1) Without limitation of the foregoing paragraph (k) each Class B Share of the Existing Series, other than Shares purchased through the automatic reinvestment of dividends or distributions with respect to the Class B Shares of such Series, shall be converted automatically, and without any action or choice on the part of the holder thereof, into Class A Shares of such Fund on the Conversion Date thereof, established as provided in the next succeeding sentence. The term "Conversion Date" as to any Class B Share, shall mean either (i) the date that is the first Trust business day in the month following the month which includes the eighth anniversary of the original Purchase Date thereof, determined as provided in the next succeeding sentence, or (ii) any such other date as may be determined by the Trustees and set forth in the Trust's prospectus with respect to the Class B Shares, as the same may be amended from time to time; provided, that any such other date determined by the Trustees is one that will occur prior to both (A) the date determined as provided in clause (i) of this sentence and (B) any other date theretofore determined by the Trustees pursuant to this clause (ii) . The "Original Purchase Date" of a Class B Share shall be the date on which such Share was first subscribed and paid for by such holder; provided, that if such Share was obtained by the holder through an exchange of Shares of another Eligible Investment Company, the Original Purchase Date shall be the original Purchase Date of the Class B Shares of such other Eligible Investment Company, or if the Shares of such other Eligible Investment Company were held as the result of a series of exchanges, the Original Purchase Date of the Class B Shares of the Eligible Investment Company to which the holder originally subscribed.
Conversion of Class B Shares. Except as may be provided in this Agreement, in no event will Shareholder sell or otherwise dispose of shares of Class B Common Stock without prior thereto converting them into shares of Common Stock.
Conversion of Class B Shares. (a) Shares Received upon Reinvestment of Dividends and Distributions - Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares, a proportionate number of Shares held in the sub-account shall also convert to Class A Shares.
(b) Conversions on Basis of Relative Net Asset Value - All conversions shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge.
Conversion of Class B Shares. A Class B Member may convert a Class B Share held for a Designated Company Service to a Class A Share for any Designated Company Service upon giving written notice to the President that the Class B Member wishes to commence receiving that Designated Company Service from the Company, such written notice to be given not later than June 30 of any year with respect to a Designated Company Service proposed to be received in the following year, and the President shall use reasonable efforts to facilitate that Class B Member receiving that Designated Company Service within a timely manner. Upon the commencement of delivery of that Designated Company Service to the Class B Member, the Class B Share for that Designated Company Service will be deemed to have been converted into a Class A Share, a Class A Share shall be issued therefor and the Class B Share will be cancelled.
Conversion of Class B Shares. (a) An owner of Class B shares has the right to demand conversion of its Class B shares into Class A shares in connection with any of the following events (each a “Conversion Event”):
i. a transaction pursuant to which all or substantially all of the Company Shares Beneficially Owned by Theta Group are sold or distributed to, or made available to be acquired by, in the form of American depositary shares representing Company Shares (whether by redemption, dividend, share distribution, split-off, spin-off, rights offering, exchange offer, exercise of subscription rights, merger, or otherwise), all or substantially all of the holders of Theta’s issued and outstanding Capital Stock as of the earlier point in time of (i) such transaction or (ii) immediately prior to a Theta Change of Control, excluding, to the extent permitted by applicable law, any Person who has consummated or is seeking to consummate a Theta Change of Control (such transaction, a “Distribution Transaction”);
ii. Transfers by such owner of Class B shares of Company Shares to an escrow agent, trustee or similar person in connection with a Distribution Transaction;
iii. Transfers by such owner of Class B shares of Company Shares pursuant to a Company Change of Control; iv. Transfers by such owner of Class B shares of Company Shares approved by the affirmative vote of a majority of the company’s board of directors excluding the Theta Designees;
Conversion of Class B Shares. (a) Each holder of a Class B Share shall be entitled at his option, at any time and from time to time, to have all or any number of the Class B Shares held by him converted into Class A Shares on the basis of one Class A Share for each Class B Share in respect of which the conversion right is exercised. Such conversion right shall be exercised by notice in writing given to Corporation's transfer agent (the "Transfer Agent") accompanied by the certificate representing the Class B Shares in respect of which the holder desires to exercise such right of conversion and such notice shall be executed by the person registered on the books of the Corporation as the holder of the Class B Shares or his duly authorized attorney and shall specify the number of Class B Shares which the holder desires to have converted. The holder shall pay any governmental or other tax imposed on, or in respect of, such conversion. Upon receipt by the Transfer Agent of such notice and certificate, the Amalgamated Corporation shall issue, or cause to be issued, to the holder so exercising the conversion right in respect of Class B Shares, a certificate representing Class A Shares on the basis aforesaid and in accordance with the provisions hereof. If less than all the Class B Shares represented by any certificate are to be converted, the holder shall be entitled to receive a new certificate representing the number of Class B Shares represented by the original certificate which are not to be converted.
