Examples of Class V-1 Common Stock in a sentence
The redemption of Symbotic Common Units by Symbotic Holdings, the cancellation and retirement by Symbotic of the paired shares of Symbotic Class V-1 Common Stock and Symbotic Class V-3 Common Stock and issuance by Symbotic of the Subject Shares to Sellers pursuant to the terms of the Symbotic Holdings LLCA is referred to herein as the “Redemption.” Each Seller shall use reasonable best efforts to enforce its rights under the Symbotic Holdings LLCA in order to effectuate the Redemption.
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.
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.
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.
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 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.
At any time when there are no longer any shares ofClass V-1 Common Stock or Class V-3 Common Stock outstanding, the Corporation shall, without the need of stockholder approval, take all necessary action to retire all such shares and make appropriate filings under Section 243 of the DGCL so as to eliminate from this Certificate of Incorporation all references to the Class V-1 Common Stock and Class V-3 Common Stock, including to delete this Section 4.04 in its entirety.
Except as provided in Section 4.03(a)(iii)(C) with respect to stock dividends, dividends of cash or property may not be declared or paid on shares of Class V-1 Common Stock or Class V-3 Common Stock.