Class B Common Stock. (A) Dividends and other distributions shall not be declared or paid on the Class B Common Stock, except as provided in this Section 4.3. (B) If, at any time the Board declares a dividend or other distribution on the outstanding shares of Class A Common Stock, and any shares of Class B Common Stock remain issued and outstanding, then, the Board shall at such time declare a dividend on the outstanding shares of Class B Common Stock in the form of the right to receive an amount per share equal to the per share amount of the dividend declared by the Board in respect of Class A Common Stock (the “Class B Dividend Amount”). In declaring any such dividend, the Corporation shall fix the same record date for determining holders of Class A Common Stock and Class B Common Stock entitled to receive such dividend (each, a “Specified Record Date”) and the same payment date therefor (each, a “Specified Payment Date”). If, as of the applicable Specified Payment Date, shares of Class B Common Stock that were outstanding as of the applicable Specified Record Date have been converted into shares of Class A Common Stock or Class E Common Stock, as applicable, in accordance with the terms of this Certificate of Incorporation, then the Corporation shall pay the Class B Dividend Amount on the Specified Payment Date to the holders of such shares of Class B Common Stock as of the Specified Record Date. With respect to any shares of Class B Common Stock that remain outstanding as of the applicable Specified Payment Date, the Corporation shall, in lieu of paying the Class B Dividend Amount directly to the holders of such shares of Class B Common Stock, set aside or reserve for payment an amount equal to such Class B Dividend Amount in respect of each such outstanding share of Class B Common Stock (the “Reserve Amount”), which Reserve Amount shall be paid to such holders, if at all, only upon the occurrence of a Triggering Event with respect to such shares (as determined pursuant to the definition of “Triggering Event”); provided, however, that if a Triggering Event does not occur with respect to any shares of Class B Common Stock prior to the Earnout Termination Date, any amounts in the Reserve Amount with respect to such shares shall automatically be released to the Corporation, the right to receive the Class B Dividend Amount in respect of any share of Class B Common Stock for which a Triggering Event has not occurred as of such time shall be deemed to have expired, and the holders of Class B Common Stock for which a Triggering Event has not occurred as of such time shall have no entitlement to receive the Class B Dividend Amount.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Mudrick Capital Acquisition Corp. II), Merger Agreement (Mudrick Capital Acquisition Corp. II)
Class B Common Stock. (Aa) Dividends and other distributions The Company hereby agrees that it shall not be declared or paid on use its best efforts (i) to seek approval of the Class B Common Stock, except as provided in this Section 4.3.
(B) If, at any time shareholders of the Board declares a dividend or other distribution on Company of an amendment of the outstanding Articles of Incorporation of the Company to increase the authorized number of shares of Class A Common Stock, and any Stock by a sufficient number of shares to permit the conversion of the Class B Common Stock remain issued and outstanding, then, the Board shall at such time declare a dividend on the outstanding shares of Class B Common Stock in the form of the right to receive an amount per share equal to the per share amount of the dividend declared by the Board in respect of Class A Common Stock (the “Class B Dividend Amount”). In declaring any such dividend, the Corporation shall fix the same record date for determining holders of Class A Common Stock and Class B Common Stock entitled to receive such dividend (each, a “Specified Record Date”) and the same payment date therefor (each, a “Specified Payment Date”). If, as of the applicable Specified Payment Date, shares of Class B Common Stock that were outstanding as of the applicable Specified Record Date have been converted into shares of Class A Common Stock or and (ii) to file Articles of Amendment to the Company's Articles of Incorporation with the Secretary of State of the State of Texas providing for such increase in the number of authorized shares of Class E A Common Stock. During such time as the Company does not have a sufficient number of authorized but unissued shares of Class A Common Stock into which to convert the shares of Class B Common Stock, as applicable, in accordance JEFCO hereby agrees that it shall not (i) dispose of beneficial ownership of the shares of Class B Common Stock other than to an affiliate or (ii) deliver to the Company a written consent that is not required to be delivered under clause (b)(iii) of the Company's Articles of Incorporation with respect to the terms conversion of this Certificate of Incorporation, then the Corporation shall pay the Class B Dividend Amount on Common Stock. JEFCO hereby further agrees that if a Triggering Event shall occur and the Specified Payment Date Company does not at such time have a sufficient number of authorized but unissued shares of Class A Common Stock into which to convert the shares of Class B Common Stock, JEFCO shall transfer to the holders Company for $0.01 per share such number of such shares of Class B Common Stock as to which there are insufficient shares of Class A Common Stock for conversion.
(b) Each of the Specified Record Date. With respect to Noteholders hereby agrees that if JEFCO shall have transferred any of its shares of Class B Common Stock that remain outstanding to the Company for $0.01 per share in connection with a Triggering Event as described in the last sentence of clause (a) above, then JEFCO shall have the option to acquire from such Noteholders all of the applicable Specified Payment Date, the Corporation shall, in lieu of paying the Class B Dividend Amount directly to the holders of such shares of Class B A Common Stock, set aside or reserve for payment an amount equal Stock issued to such Class B Dividend Amount Noteholders in respect connection with this Agreement (or such lesser number as shall equal the number of each such outstanding share of Class B Common Stock (the “Reserve Amount”), which Reserve Amount shall be paid to such holders, if at all, only upon the occurrence of a Triggering Event with respect to such shares (as determined pursuant to the definition of “Triggering Event”); provided, however, that if a Triggering Event does not occur with respect to any shares of Class B Common Stock prior transferred by JEFCO to the Earnout Termination DateCompany as aforesaid), any amounts in the Reserve Amount with respect to such shares shall automatically be released upon written notice to the Corporation, the right to receive the Class B Dividend Amount in respect Noteholders and payment by JEFCO of any $0.01 per share of Class B A Common Stock for which a Triggering Event has not occurred as of such time shall be deemed to have expired, and the holders of Class B Common Stock for which a Triggering Event has not occurred as of such time shall have no entitlement to receive the Class B Dividend AmountStock.
Appears in 1 contract
Sources: Waiver, Agreement and Supplemental Indenture (Tri Union Development Corp)