Conversion of Class B Common Stock. Effective upon the Charter Amendment Effective Time, by virtue of this Restated Certificate of Incorporation without any further action on the part of the Corporation, any stockholder of the Corporation or any other person, each share of Class B Common Stock outstanding as of the Charter Amendment Effective Time shall automatically be converted into one share of Class A Common Stock. Thereafter, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock that shall be issuable upon the conversion of all such outstanding shares of Class B Common Stock. Each share of Class B Common Stock shall be convertible by the holder thereof, at such holder’s option, into one share of Class A Common Stock at any time by written notice to the Corporation specifying the number of shares to be converted and the date for conversion. Upon transfer or purported transfer to any person other than a Permitted Holder, shares of Class B Common Stock shall automatically be converted into and become shares of Class A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided herein shall be retired and restored to the status of authorized but unissued shares of Class B Common Stock and be available for reissue by the Corporation to Permitted Holders in compliance with Article FOURTH Section (c)(2)b. Upon conversion of shares of Class B Common Stock into shares of Class A Common Stock, the certificate previously representing shares of Class B Common Stock shall represent shares of Class A Common Stock until a new certificate is issued pursuant hereto. As promptly as practicable after delivery of certificates previously representing shares of Class B Common Stock converted to shares of Class A Common Stock, the Corporation shall issue and deliver at such office or agency, to or upon the written order of the holder thereof, certificates for the number of shares of Class A Common Stock issuable upon such conversion. In the event any certificate representing shares of Class B Common Stock shall be surrendered for conversion of a part only of the shares represented thereby, the Corporation shall deliver at such office or agency, to or upon the written order of the holder thereof, a certificate or certificates for the number...
Conversion of Class B Common Stock. In the event that there has been a Triggering Event with respect to shares of Class B Common Stock (as determined pursuant to the definition of “Triggering Event”) prior to the Earnout Termination Date, such shares of Class B Common Stock shall automatically and without further action on the part of the Corporation or such holder be converted on the applicable Class B Conversion Date into an equal number of fully paid and nonassessable shares of (i) Class E Common Stock (solely with respect to then-current holders of Class E Common Stock) or (ii) Class A Common Stock. Each outstanding stock certificate that, immediately prior to such conversion, represented one or more shares of Class B Common Stock subject to such conversion will, upon such conversion, be deemed to represent an equal number of shares of Class A Common Stock or Class E Common Stock, as applicable, without the need for surrender or exchange thereof. The Corporation will, upon the request of any holder whose shares of Class B Common Stock have been converted into shares of Class A Common Stock or Class E Common Stock, as applicable, as a result of such conversion and upon surrender by such holder to the Corporation of the outstanding certificate(s) formerly representing such holder’s shares of Class B Common Stock (if any), issue and deliver to such holder certificate(s) representing the shares of Class A Common Stock or Class E Common Stock, as applicable, into which such holder’s shares of Class B Common Stock were converted as a result of such conversion (if such shares are certificated) or, if such shares are uncertificated or the stockholder otherwise consents, register such shares in book-entry form.
Conversion of Class B Common Stock. For so long as a Shareholder Group Member beneficially owns any shares of Class B Common Stock, the Company shall not amend or repeal, or adopt any provision in its governing documents that is inconsistent with, Section III(A)(4) of the Company’s Amended and Restated Articles of Incorporation, and shall at all times reserve and keep available, out of the aggregate of its authorized but unissued Common Stock, and issued Common Stock held in its treasury, for the purpose of effecting the conversion of the Class B Common Stock contemplated by Section III(A)(4) of the Company’s Amended and Restated Articles of Incorporation, the full number of shares of Common Stock then deliverable upon the conversion of all outstanding shares of Class B Common Stock beneficially owned by Shareholder. The Company shall use its reasonable best efforts to cause such shares of Common Stock to be at all times approved for listing on the NYSE, subject to official notice of issuance, as applicable.
Conversion of Class B Common Stock. On the date hereof, Quilvest ---------------------------------- has caused to be delivered to the Company irrevocable notices of Conversion from the holders of at least 1,400,000 shares of Class B Common Stock, other than from Quilvest, Terbem or the members of TCR Management, to convert the shares of Class B Common Stock beneficially owned by them into shares of Class A Common Stock effective as of the Initial Closing Date. In no event shall Quilvest permit shares of Class B Common Stock to be converted prior to the receipt of the Required Approval such that, when measured after any such conversion, the number of outstanding shares of Series B Common Stock shall be less than 10% of the number of outstanding shares of both the Series A Common Stock and the Series B Common Stock in the aggregate then outstanding. In no event shall Quilvest permit the conversion of any shares of Class B Common Stock beneficially owned by it, Terbem or members of TCR Management until after the Required Approval is obtained. The Company hereby agrees to cooperate in all respects with Quilvest in connection with this Section 7.4.
Conversion of Class B Common Stock. In the event the Charter Amendment is not approved at the Initial Stockholders' Meeting, then promptly thereafter, but in any event prior to the record date established by the Company for the Additional Stockholders' Meeting, Xxxxxxxxx and the Xxxxxxxxx Trust agree to convert a number of shares of Class B Common Stock into Class A Common Stock in an amount equal to the lesser of (i) all of their respective shares of Class B Common Stock or (ii) that number of shares of Class B Common Stock such that Xxxxxxxxx will beneficially own at least a majority of the outstanding shares of Class A Common Stock as of such record date. Xxxxxxxxx and the Xxxxxxxxx Trust agree to comply with the provisions of Section 4.1 hereof with respect to such shares including, without limitation, voting all of such shares of Class B Common Stock in favor of the Charter Amendment. The number of shares of Class B Common Stock to be converted by Xxxxxxxxx and the Xxxxxxxxx Trust shall be reduced by the number of shares of Class A Common Stock beneficially owned by Persons other than Xxxxxxxxx for which an irrevocable voting agreement or proxy has been submitted to Acquiror to vote such shares in favor of the Charter Amendment and the Merger Agreement.
Conversion of Class B Common Stock. In accordance with Section C.4.1(b)(1) of Article Four of the Charter, the Company and each of the Class B Holders hereby acknowledge and agree that, effective as of the Closing and without the requirement of any further action on the part of the Company or any Class B Holder, the shares of Class B Common Stock of each Class B Holder will convert at the Current Class B Conversion Rate into the number of shares of Common Stock set forth next to the name of each Class B Holder below: Investor Number of Shares of Common Stock Issuable Upon Conversion of Class B Common Stock Parthenon 2,403,270 PCIP 50,760 JMH 123,795 Shad Run 92,880 TSG 53,235
Conversion of Class B Common Stock. If at any time prior to the ---------------------------------- expiration of this Warrant, all of the Company's then outstanding Class B Common Stock is converted into shares of the Company's Class A Common Stock, then this Warrant shall immediately become exercisable for that number of shares of Class A Common Stock receivable upon conversion by a holder of the same number of shares of Class B Common Stock as were subject to this Warrant immediately prior to such conversion, and the Exercise Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Exercise Price of the maximum number of shares of Class B Common Stock for which this Warrant was exercisable immediately prior to such conversion, by (y) the number of shares of Class A Common Stock for which this Warrant is exercisable immediately after such conversion. After any such conversion, all references herein to Class B Common Stock shall be deemed to be references to Common Stock.
Conversion of Class B Common Stock. The Stockholders may convert their shares of Class B Common Stock to shares of Class A Common Stock as provided in the Certificate of Incorporation, and each Stockholder agrees to vote its Shares in such a manner as to give full effect to such conversion rights.
Conversion of Class B Common Stock. Within five (5) days after the date upon which the Fund ceases to be the record holder or Beneficial Owner of five percent (5%) or more of the issued and outstanding shares of Capital Stock, the Fund shall (i) provide written notice to the Company of the occurrence of such event and (ii) make available to the Company for exchange (in accordance with the provisions of Section 2.A.6 of Article III of the Certificate of Incorporation) the certificate representing the Class B Common Stock then held by the Fund.
Conversion of Class B Common Stock. All of BUYER's shares of Class B Common Stock, $.01 par value shall have been converted into BUYER Shares at the Effective Time in accordance with the Undertaking Agreement of even date herewith among BUYER, SUB, COMPANY and certain BUYER stockholders.
