Common use of Agreement to Convert Clause in Contracts

Agreement to Convert. Each Class B Holder (other than Holdco) agrees that from and after the Threshold Date, on the first date (the “Specified Date”) that such Class B Holder together with its applicable Family Group cease to hold of record, in the aggregate, at least their Threshold Number of shares of Class B Stock, such Class B Holder (together with its applicable Family Group) (x) shall Transfer any shares of Class B Stock held of record by such Class B Holder to any other Class B Holder who (together with its applicable Family Group) at the Specified Date continues to hold of record at least such other Class B Holder’s Threshold Number of shares of Class B Stock and who exercises its right of first offer, in accordance with the right of first offer provisions of the Class B Stockholder Agreement, and (y) following compliance with the right of first offer provisions of the Class B Stockholder Agreement, shall immediately convert the remaining shares of Class B Stock held of record by it (and its applicable Family Group) not so Transferred in accordance with clause (x) above to Class A Stock in accordance with the Charter; provided, however, that if any applicable Class B Holder (or Family Group member) shall fail to surrender such Class B shares for conversion as so required by the close of business on the Business Day following such compliance, the Company on behalf of such holder (or Family Group member) shall cause such conversion to occur as of such date, and each party hereto consents to treating such Class B shares as having been surrendered for conversion in accordance with Section 2(f) of Article IV of the Charter as of such date.

Agreement to Convert. Each Class B Holder (other than Holdco) agrees that from and after the Threshold Date, on the first date (the “"Specified Date”") that such Class B Holder together with its applicable Family Group cease to hold of record, in the aggregate, at least their Threshold Number of shares of Class B Stock, such Class B Holder (together with its applicable Family Group) (x) shall Transfer any shares of Class B Stock held of record by such Class B Holder to any other Class B Holder who (together with its applicable Family Group) at the Specified Date continues to hold of record at least such other Class B Holder’s 's Threshold Number of shares of Class B Stock and who exercises its right of first offer, in accordance with the right of first offer provisions of the Class B Stockholder Agreement, and (y) following compliance with the right of first offer provisions of the Class B Stockholder Agreement, shall immediately convert the remaining shares of Class B Stock held of record by it (and its applicable Family Group) not so Transferred in accordance with clause (x) above to Class A Stock in accordance with the Charter; provided, however, that if any applicable Class B Holder (or Family Group member) shall fail to surrender such Class B shares for conversion as so required by the close of business on the Business Day following such compliance, the Company on behalf of such holder (or Family Group member) shall cause such conversion to occur as of such date, and each party hereto consents to treating such Class B shares as having been surrendered for conversion in accordance with Section 2(f) of Article IV of the Charter as of such date.

Agreement to Convert. Each Class B Holder (other than Holdco) agrees that from and after the Threshold Date, on the first date (the “"Specified Date”") that such Class B Holder (together with its applicable Family Group cease Group) ceases to hold of record, in the aggregate, record at least their such Class B Holder's Threshold Number of shares of Class B Stock, such Class B Holder (together with its applicable Family Group) (x) shall Transfer any shares of Class B Stock held of record by such Class B Holder to any other Class B Holder who (together with its applicable Family Group) at the Specified Date such time continues to hold of record at least such other Class B Holder’s 's Threshold Number of shares of Class B Stock and who exercises its right of first offer, in accordance with the right of first offer provisions of the Class B Stockholder Agreement, and (y) following compliance with the right of first offer provisions of the Class B Stockholder Agreement, shall immediately convert the all remaining shares of Class B Stock held of record by it (and its applicable Family Group) not so Transferred in accordance with clause (x) above to Class A Stock in accordance with the Charter; provided, however, that if any applicable Class B Holder (or Family Group member) shall fail to surrender such Class B shares for conversion as so required by the close of business on the Business Day following such compliance, the Company on behalf of such holder (or Family Group member) shall cause such conversion to occur as of such date, and each party hereto consents to treating such Class B shares as having been surrendered for conversion in accordance with Section 2(f) of Article IV of the Charter as of such date.