Common use of Conversion of Class B Common Stock Clause in Contracts

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, ▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ will beneficially own at least a majority of the outstanding shares of Class A Common Stock as of such record date. ▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇ Trust shall be reduced by the number of shares of Class A Common Stock beneficially owned by Persons other than ▇▇▇▇▇▇▇▇▇ 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 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, ▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ will beneficially own at least a majority of the outstanding shares of Class A Common Stock as of such record date. ▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇▇ Trust shall be reduced by the number of shares of Class A Common Stock beneficially owned by Persons other than ▇▇▇▇▇▇▇▇▇ 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.