Class V-1 Common Stock definition

Class V-1 Common Stock means the Company’s Class V-1 Common Stock, par value $0.0001.

Class V-1 Common Stock means the Company’s Class V-1 Common Stock, par value $0.0001. “Class V-3 Common Stock” means the Company’s Class V-3 Common Stock, par value $0.0001. “Closing Date” shall have the meaning given in the Merger Agreement.

Class V-1 Common Stock means the shares of Class V-1 Common Stock, par value $0.0001 per share, of Pubco.

Examples of Class V-1 Common Stock in a sentence

• Therefore the time span for the demand is not 12 months at every time of the year.

• Class V-3 Common Stock can convert into Class V-1 Common Stock in certain situations, including automatically, seven years following the Business Combination.

• Other than Symbotic Holdings and Symbotic pursuant to the Redemption, no Person has any present or future right to acquire all or any portion of such Seller’s Symbotic Common Units, shares of Symbotic Class V-1 Common Stock, shares of Symbotic Class V-3 Common Stock or portion of the Subject Shares.

• Upon the occurrence of a Transfer, other than to a Permitted Transfer (as such term is defined in the LLC Agreement), of a share of Class V-3 Common Stock, such transferred share of Class V-3 Common Stock shall be automatically, without further action by the holder thereof, converted into one fully paid and nonassessable share of Class V-1 Common Stock.

• The Board of Directors may, from time to time, establish such policies and procedures, not in violation of law or this Certificate of Incorporation or the Bylaws of the Corporation (as may be amended, restated, amended and restated or otherwise modified from time to time in accordance with their terms, the “Bylaws”), relating to the conversion of shares of Class V-3 Common Stock into shares of Class V-1 Common Stock as it may deem necessary or advisable.

• Each share of Class V-3 Common Stock shall be convertible into one share of Class V-1 Common Stock at the option of the holder thereof at any time and from time to time, and without payment of additional consideration to the holder thereof, upon written notice to the transfer agent of the Corporation.

• Pursuant to the Merger Agreement, the Company issued an additional 20,000,000 New Symbotic Common Units and an equal number of shares of Symbotic Class V-1 Common Stock to Legacy Warehouse unitholders as earnout shares in July and August 2022 upon the achievement of triggering events specified in the Merger Agreement tied to the volume weighted average price of Class A Common Stock.

• The parties (i) agree that the value allocated to the Surviving Pubco Class V-1 Common Stock and the Surviving Pubco Class V-3 Common Stock (each as defined in the Business Combination Agreement) shall be the par value of such Surviving Pubco Class V-1 Common Stock and Surviving Pubco Class V-3 Common Stock and (ii) shall report consistently with such determination for U.S. federal (and applicable state and local) income Tax purposes.

• Notwithstanding the foregoing, in the event the Manager requires the Members to exchange less than all of their outstanding Units (and, in the case of Common Units, to surrender a corresponding number of shares of Class V-1 Common Stock or Class V-3 Common Stock, as applicable, for cancellation), each Member’s participation in the Change of Control Transaction shall be reduced pro rata.

• Upon redemption, Symbotic will cancel such limited liability company unit of Symbotic Holdings and cancel and retire for no consideration the redeemed share of Class V-1 Common Stock.