Conversion of Class C Common Stock Sample Clauses

Conversion of Class C Common Stock. In accordance with Section C.5.1(b)(2) of Article Four of the Charter, the Company and each of the Class C Holders hereby acknowledge and agree that, effective as of the Closing and without the requirement of any further action on the part of the Company or any Class C Holder, the shares of the Class C Common Stock of each Class C Holder will convert (i) at the Current Class C Conversion Rate into the number of shares of Common Stock set forth next to the name of such Class C Holder below, and (ii) into the additional number of Top-Up Shares set forth next to such Class C Holder’s name below, which represents the Maximum Top-Up Amount (as defined in the Charter) of 36.66667 shares of Common Stock per share of Series A Preferred Stock owned by such Class C Holder: Investor Number of Shares of Common Stock Issuable Upon Conversion of Class C Common Stock Number of Top- Up Shares Issuable Upon Conversion of Class C Common Stock Total Number of Shares of Common Stock Issuable Upon Conversion of Class C Common Stock Wafra 731,280.18 568,333.39 1,299,614 Parthenon 495,006.12 299,371.99 794,378 PCIP 17,451.90 10,554.87 28,007 Westbury 283,074.68 220,000.02 503,075
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Conversion of Class C Common Stock. Each share of Class C Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into 0.323 shares of Series B Preferred Stock of the Surviving Corporation.
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Conversion of Class C Common Stock. Subject to the approval rights granted pursuant to the Governance Agreement, dated as of [●], 2022, by and among the Corporation, Xxxxxx Xxxxxxx, and Advance Magazine Publishers Inc. (as the same may be amended, restated, supplemented, and/or otherwise modified from time to time in accordance with its terms, the “Governance Agreement”), following the date on which no shares of Class B Common Stock remain outstanding (including pursuant to the conversion or other exchange of all then-outstanding shares of Class B Common Stock into, or for shares of, Class A Common Stock), and upon the date and time, or occurrence of an event, specified by the vote of the holders of a majority of the then-outstanding shares of Class A Common Stock, voting as a separate class (the “Class C Conversion Vote”), each outstanding share of Class C Common Stock shall automatically, without further action by the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock (the “Mandatory Class C Conversion Event”).
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Conversion of Class C Common Stock. (i) Shares of Class C Common Stock shall automatically convert into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”): (A) at any time and from time to time at the option of the holder thereof; or (B) automatically and without further action by the Corporation or the holder thereof on the day of the closing of a Business Combination, which for the avoidance of doubt will be the closing of the BCA Transaction.
Sample 1
Conversion of Class C Common Stock. (a) Following the conversion of the outstanding shares of Class C Common Stock into Class A Common Stock pursuant to the Restated Certificate, and for so long as Hearst is entitled to designate at least one (1) director pursuant to Section 7.03(a):
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Conversion of Class C Common Stock. At the Effective Time, each share of Class C Common Stock, par value $0.01 per share, of the Company (each, a “Class C Common Share”) that is issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company, or the Company Holders, be canceled and extinguished and each such Class C Common Share shall be converted into the right to receive the Class C Common Liquidation Preference and the Class C Common Participating Amount, in cash, payable in accordance with and subject to the conditions on payment as provided in this Article III, other than with respect to Dissenting Shares.
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Related to Conversion of Class C Common Stock

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Class B Common Stock 2 Closing........................................................................5

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

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