Class M Common Stock definition

Class M Common Stock means the class M common stock, par value $0.0001 per share, of the Corporation.

Class M Common Stock has the meaning assigned to it in the Recitals.

Examples of Class M Common Stock in a sentence

• The holders of shares of Class M Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

• If any applicable provision of the DGCL expressly confers power on stockholders to fill such a Class M directorship at a special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of at least 80% of the votes cast thereon by the outstanding shares of Class M Common Stock, voting separately as a class.

• Notwithstanding the foregoing, for so long as Class M Common Stock remains issued and outstanding, the election and removal without cause of the Class M Directors shall be governed by Article IV, Section 4.3(A)(3)(b).

• In addition, the affirmative vote of at least a majority of the votes cast thereon by the holders of Class M Common Stock, voting separately as a class, shall be required to alter, amend or repeal any provision of the by-laws of the Corporation which is to the same effect as Article IV, Section 4.3(A)(3), Article VI, Section 6.1(A), Article VI, Section 6.4 or Article VI, Section 6.5 of this Amended and Restated Certificate of Incorporation or to adopt any provision inconsistent therewith.

• Except as expressly provided in this Article IV, Class M Common Stock, Class F Common Stock, Class B Common Stock and Class A Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters.

• Except as otherwise provided herein or by applicable law, the holders of the Class M Common Stock, Class F Common Stock and Class A Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Corporation.

• From and after the Change of Control Redemption Date, such Member shall cease to have any rights with respect to the Redeemable Units (and the corresponding number of shares of Class V Common Stock or Class O Common Stock to be cancelled) that are subject to the Redemption pursuant to this Section 9.1(b) (other than the right to receive shares of Class M Common Stock or Class A Common Stock pursuant to Section 9.1(b)(i) upon compliance with its obligations under Section 9.1(c)).

• Before any holder of Class M Common Stock may transfer, assign, pledge, or otherwise dispose of or encumber shares of Class M Common Stock (or any interest therein), such holder of Class M Common Stock must obtain the prior written consent of the Board; provided, however that the Board may delegate the power to make any decision to consent to a transfer on behalf of the Corporation under this Section 13 to the Corporation’s Chief Executive Officer.

• In the case of any transfer consented to by the Corporation, the transferee, assignee, or other recipient shall receive and hold the shares of Class M Common Stock subject to the provisions of this Section 13, and there shall be no further transfer of such stock except in accordance with this Section 13.

• In the event PubCo or the Company has required delivery of such form or certification but such Member does not provide such form or certification, PubCo or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to such Member the Class M Common Stock, the Class A Common Stock or the Cash Payment in accordance with Section 9.1, but subject to withholding as provided in Section 9.4(a).