Common use of Automatic Conversion of Class B Shares Clause in Contracts

Automatic Conversion of Class B Shares. Notwithstanding -------------------------------------- anything in the Stock Rights Agreement, Amendment No. 1 or Amendment No. 2 to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement (the "Restated Certificate of Incorporation"), each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, Xx. Xxxxxxxx shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided Xx. Xxxxxxxx personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, the provisions of Article V of the Restated Certificate of Incorporation shall control.

Automatic Conversion of Class B Shares. Notwithstanding anything -------------------------------------- anything in the Stock Rights Agreement, Amendment No. 1 or Amendment No. 2 to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement (the "Restated Certificate of Incorporation"), each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, Xx. Xxxxxxxx shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided Xx. Xxxxxxxx personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, the provisions of Article V of the Restated Certificate of Incorporation shall control.

Automatic Conversion of Class B Shares. Notwithstanding -------------------------------------- anything in the Stock Rights Agreement, Agreement or Amendment No. 1 or Amendment No. 2 to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement (the "Restated Certificate of Incorporation"), each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, Xx. Xxxxxxxx shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided Xx. Xxxxxxxx personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, the provisions of Article V of the Restated Certificate of Incorporation shall control.

Automatic Conversion of Class B Shares. Notwithstanding -------------------------------------- anything in the Stock Rights Agreement, Amendment No. 1 or Amendment No. 2 to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement (the "Restated Certificate of Incorporation"), each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, Xx. Xxxxxxxx shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a an irrevocable proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided Xx. Xxxxxxxx personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, the provisions of Article V of the Restated Certificate of Incorporation shall control.

Automatic Conversion of Class B Shares. Notwithstanding anything -------------------------------------- anything in the Stock Rights Agreement, Amendment NoXx. 1 0, Xxxxxxxxx Xx. 0 or Amendment No. 2 the Letter to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement (the "Restated Certificate of Incorporation"), each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, Xx. Xxxxxxxx shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a an irrevocable proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided Xx. Xxxxxxxx personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, the provisions of Article V of the Restated Certificate of Incorporation shall control.

Automatic Conversion of Class B Shares. Notwithstanding anything -------------------------------------- anything in the Stock Rights Agreement, Amendment NoXx. 1 0, Xxxxxxxxx Xx. 0 or Amendment No. 2 the Letter to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement (the "Restated Certificate of Incorporation"), each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, Xx. Xxxxxxxx shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a an irrevocable proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided Xx. Xxxxxxxx personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, the provisions of Article V of the Restated Certificate of Incorporation shall control.

Automatic Conversion of Class B Shares. Notwithstanding -------------------------------------- anything in the Stock Rights Agreement, Amendment No. 1 or Amendment No. 2 to the contrary, the parties agree that, as provided in the Company's certificate of incorporation as amended in connection with the Series A Preferred Stock Placement Placement, (the "Restated Certificate of Incorporation"), ) each Class B Share subject to the Stock Rights Agreement (as amended) shall automatically convert into one share of Class A Common Stock upon the date (the "Termination Date") that the Stockholder ceases to be employed by the Company or any subsidiary thereof unless, at the Termination Date, Xx. Xxxxxxxx shall (i) be the Chairman of the Board or Chief Executive Officer of the Company, (ii) be the beneficial owner of shares of Class B common stock of the Company and (iii) have the power pursuant to a proxy to vote the Class B Shares on all matters on which such Class B Shares are entitled to vote, provided Xx. Xxxxxxxx personally exercises such power and does not delegate the exercise thereof to any other person. If subsequent to the Termination Date, any condition specified in clause (i), (ii) or (iii) in the preceding sentence shall cease to be in effect, each Class B Share shall immediately be converted into one share of Class A Common Stock. All other terms and conditions of the Stock Rights Agreement, as amended, shall continue to apply to such shares of Class A Common Stock upon such conversion. In the event of any conflict between the provisions of this Section 2 and the provisions of Article V of the Restated Certificate of Incorporation with respect to such mandatory conversion, which shall include, without limitation, any additional mandatory conversion events specified in such Article V, V the provisions of Article V of the Restated Certificate of Incorporation shall control.