Class C Common Stock. 3 Closing...........................................................................................................6
Class C Common Stock. Upon the occurrence of a Class C -------------------- Voting Election, the rights of the Class C Holder to vote as a separate class with respect to any matter (except as required by law) shall cease and be eliminated. The "Class C Voting Election" shall be conclusively deemed to have occurred upon receipt by the Secretary of the corporation of a written consent signed by the record holders of a majority of the outstanding shares of Class C Common Stock electing to eliminate the voting rights of the Class C Common Stock as provided in the preceding sentence and such election shall be irrevocable. Additionally, if at any time the Class C Holder (or its Permitted Transferee) owns less than the Class C Required Amount (a "Class C Voting Event," and together with a Class C Voting Election, a "Class C Voting Conversion"), the rights of the Class C Holder to vote as a separate class with respect to any matter (except as required by law) shall cease and be eliminated. From and after a Class C Voting Conversion, the Class C Holder shall vote together as a class with the holders of the Class A Common Stock (and, if a Class B Voting Conversion has occurred, the Class B Holders), except as required by law.
Class C Common Stock. The Company shall not effect any reverse stock split or share cancellation or take any other action that would decrease the amount of issued and outstanding shares of Class C Common Stock (whether existing on or following the date of this Agreement) to a number that is less than the number of Ares Operating Group Units directly or indirectly owned by the Company without the prior written consent of the Stockholders that own a majority of the Company Securities owned by all Stockholders (such consent not to be unreasonably withheld, conditioned or delayed if effecting such reverse stock split or share cancellation or taking any such other action would not reasonably be expected to result in an Exchange Event). The foregoing shall not prohibit or restrict the Company from retiring or cancelling any shares of Class C Common Stock in the event a corresponding number of Ares Operating Group Units Beneficially Owned by any Person (other than by the Company) are converted or exchanged into shares of Class A Common Stock.
Class C Common Stock. 8.01 Applicability of Section 8. The covenants set forth in Sections 8.02 through 8.06 of this Section 8 are made for the benefit only of Hearst and Hearst Permitted Transferees, and shall be effective only for so long as Hearst and the Hearst Permitted Transferees own shares of Class C Common Stock and the Class C Allocation Percentage (as defined in the Restated Charter) is at least equal to 15 percent (15%).
Class C Common Stock. Each share of the Class C Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of Merger #1 and without any action on the part of the holder thereof, be automatically canceled and extinguished and converted into the right to receive (i) the Ordinary Per Share Base Consideration plus (ii) the Ordinary Per Share Sharing Percentage of the Excess Consideration, which amounts shall be paid in the form of cash and Buyer Common Stock as allocated to the Class C Common Stockholders in accordance with Section 3.2 (the total per share consideration described in clauses (i) and (ii) is referred to herein as the “Class C Per Share Merger Consideration”). All such shares of Class C Common Stock, when so converted, shall no longer be issued or outstanding and shall automatically be cancelled and retired and shall cease to exist. Each Class C Common Stockholder shall cease to have any rights with respect thereto, except the right to receive the Class C Per Share Merger Consideration for each share of Class C Common Stock to be paid in consideration therefor upon and following the surrender of all of the stock certificate(s) representing the Class C Common Stock held by such Class C Common Stockholder (or lost stock affidavit in lieu thereof) in accordance with Section 2.8 below
Class C Common Stock. [ ] Common Shares shall be classified as Class C Common Stock, $0.01 par value per share (the “Class C Common Stock”). Class C Common Stock shall not be issued except in conjunction with an issuance of OP Units, in a ratio of no more than one (1) share of Class C Common Stock for every forty-nine (49) OP Units, as may be adjusted to take into account any reclassification, stock split, reverse stock split, stock dividend or non-cash distribution, recapitalization or other similar transaction and/or as may be similarly adjusted in accordance with the Partnership Agreement. Subject to the provisions of Article VI of the Charter, the rights, preferences, privileges and restrictions granted and imposed upon the Class C Common Stock are as follows:
Class C Common Stock. Subject to the provisions of Section 3.2(e) hereof, each share of Class C Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(b)) shall be converted into the right to receive a number of shares of Common Stock equal to the Class C Conversion Number. All such shares of Class C Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive certificates representing the shares of Common Stock issued in consideration therefor upon the surrender of such certificate in accordance with Section 3.2, without interest.
Class C Common Stock. Dividends and other distributions shall not be declared or paid on the Class C Common Stock.
Class C Common Stock. Except as contemplated by Section 4.3(b)(iv) of this Amended and Restated Certificate, dividends and other distributions shall not be declared or paid on the Class C Common Stock.
Class C Common Stock. Each share of Class C common stock, par value $0.01 per share, of LIN TV (the “LIN TV Class C Shares” and together with the LIN TV Class A Shares and LIN TV Class B Shares, the “LIN TV Capital Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into one validly issued Class C common share representing limited liability company interests in LIN Media (the “LIN Media Class C Shares” and together with the LIN Media Class A Shares and LIN Media Class B Shares, the “LIN Media Capital Equity”). From and after the Effective Time, (i) all certificates representing the LIN TV Class C Shares (other than Dissenting Stockholders) shall be deemed for all purposes to represent the number of LIN Media Class C Shares into which the LIN TV Class C Shares they previously represented were converted in accordance with the immediately preceding sentence and (ii) each holder of LIN TV Class C Shares (other than Dissenting Stockholders) shall be automatically admitted to LIN Media as a member of LIN Media. The LIN Media Capital Equity into which the LIN TV Capital Stock is converted into pursuant to Sections 2.01(a)-(c) shall be referred to herein as the “Merger Consideration.”
