Common use of Voting Common Stock Clause in Contracts

Voting Common Stock. Holdings hereby covenants and agrees that upon consummation of an Approved Public Listing and a Conversion Event prior to the maturity dates of their Purchase Notes, each of the Purchase Noteholders shall receive (as described below), upon automatic conversion of their Purchase Notes either or both of: (a) shares of Class A Common Stock of Holdings upon consummation of the Holdings Public Offering contemplated by the Merger Agreement, and (b) voting OAC Shares upon consummation of the OAC Merger, as a portion of their Merger Consideration, irrespective of whether the Holdings Public Offering shall be consummated. As used herein, “Voting Common Stock”) means, the Class A Common Stock of Holdings and the OAC Shares, as applicable. For the avoidance of doubt, the Voting Common Stock to be received upon conversion of the Purchase Notes as contemplated herein shall be, in all cases, listed on a Qualified Securities Exchange.

Voting Common Stock. Holdings hereby covenants and agrees that upon consummation of an Approved Public Listing and a Conversion Event prior to the maturity dates of their Purchase Notes, each of the Purchase Noteholders Noteholder shall receive (as described below), upon automatic conversion of their Purchase Notes either or both of: (a) shares of Class A Common Stock of Holdings upon consummation of the Holdings Public Offering contemplated by the Merger Agreement, and (b) voting OAC Shares upon consummation of the OAC Merger, as a portion of their Merger Consideration, irrespective of whether the Holdings Public Offering shall be consummated. As used herein, “Voting Common Stock”) means, the Class A Common Stock of Holdings and the OAC Shares, as applicable. For the avoidance of doubt, the Voting Common Stock to be received upon conversion of the Purchase Notes as contemplated herein shall be, in all cases, listed on a Qualified Securities Exchange.