Common use of Class B Conversion Clause in Contracts

Class B Conversion. Upon notice to BOX Holdings, any Class B Member may elect to cause all or a portion of its Class B Membership Units to convert to an equal number of Class A Membership Units. For the avoidance of doubt, the Class B Member’s Capital Account does not change as a result of the conversion of the Class B Membership Units. Without the need of any action by any person, the conversion shall automatically occur upon the later of (i) ten (10) business days following receipt by BOX Holdings of the aforementioned notice, or (ii) such time as specified in such notice. Notwithstanding the foregoing, prior to the dissolution of BOX Holdings, the Chairman shall provide written notice to the holders of Class B Units of the amount of assets available for distribution on a per Unit basis to holders of Class A Membership Units and Class B Membership Units upon dissolution, and such notice shall give the Class B Unit holders at least five (5) business days after receipt of the notice to notify the Chairman whether the Class B Unit holder intends to exercise the conversion right. Upon such conversion, BOX Holdings shall issue the new Class A Membership Units in accordance with this Agreement. Except for the right to designate a Director in accordance with Section 4.1, all rights related to the Class B Membership Units will terminate automatically upon any conversion into Class A Membership Units.

Class B Conversion. Upon notice to BOX Holdings, any Class B Member may elect to cause all or a portion of its Class B Membership Units to convert to an equal number of Class A Membership UnitsUnits [(“Conversion”)]. For the avoidance of doubt, the Class B Member’s Capital Account does not change as a result of the conversion of the Class B Membership Units. Without the need of any action by any person, the conversion shall automatically occur upon the later of of (i) ten (10) business days following receipt by BOX Holdings of the aforementioned notice, or (ii) such time as specified in such notice, or (iii) the delivery to BOX Holdings of all certificates representing the Class B Membership Units to be converted. Notwithstanding the foregoing, prior to the dissolution of BOX Holdings, the Chairman shall provide written notice to the holders of Class B Units of the amount of assets available for distribution on a per Unit basis to holders of Class A Membership Units and Class B Membership Units upon dissolution, and such notice shall give the Class B Unit holders at least five (5) business days after receipt of the notice to notify the Chairman whether the Class B Unit holder intends to exercise the conversion right. Upon such conversion, BOX Holdings shall issue certificates representing the new Class A Membership Units in accordance with this Agreement. Except for the right to designate a Director in accordance with Section 4.1, all rights related to the Class B Membership Units will terminate automatically upon any conversion into Class A Membership Units.

Class B Conversion. Upon notice to BOX Holdings, any In the event that (a) a Class B Member may elect to cause all Default occurs, (b) a Company ▇▇▇▇▇▇▇▇ Trigger Event or a portion of its Cinemark ▇▇▇▇▇▇▇▇ Trigger Event occurs or (c) the Class B Membership Units are Transferred to any Person other than a Permitted Transferee, then unless otherwise expressly waived in writing by the Class A Member in its sole discretion within five days after the Class A Member receives notice of a Class B Default, a Company ▇▇▇▇▇▇▇▇ Trigger Event, a Cinemark ▇▇▇▇▇▇▇▇ Trigger Event or Transfer of Class B Membership Interests, all outstanding Class B Membership Units shall automatically convert to an equal into the same number of Class A C Membership Units without further action by the Class B Member. Upon the conversion of the Class B Membership Units into Class C Membership Units, (i) all voting or consent rights of the Class B Member shall cease, (ii) the Class A Member shall have the right to elect the entire Board, (iii) the Class A Member (or Class A Managers, as applicable) shall have the right to make all decisions enumerated in Section 5.3, and (iv) the holder of the Class C Membership Units shall have such rights and obligations with respect to the Class C Membership Units as a Member as set forth in this Agreement. For the avoidance of doubt, the Class B Member’s Capital Account does not change as a result of the conversion of the Class B Membership Units. Without the need of any action by any person, the conversion shall automatically occur upon the later of (i) ten (10) business days following receipt by BOX Holdings of the aforementioned notice, or (ii) such time as specified in such notice. Notwithstanding the foregoing, prior to the dissolution of BOX Holdings, the Chairman shall provide written notice to the holders of Class B Units of the amount of assets available for distribution on a per Unit basis to holders of Class A Membership Units and Class B Membership Units upon dissolution, and such notice shall give the Class B Unit holders at least five (5) business days after receipt of the notice to notify the Chairman whether the Class B Unit holder intends to exercise the conversion right. Upon such conversion, BOX Holdings shall issue the new Class A Membership Units in accordance with this Agreement. Except for the right to designate a Director in accordance with Section 4.1, all rights related attributable to the Class B Membership Units will terminate automatically upon any conversion into converted to Class A C Membership Units shall be the Capital Account of the Class C Member attributable to such Class C Membership Units.