Conversion to Class A Common Stock Sample Clauses

Conversion to Class A Common Stock. Notwithstanding anything else contained herein, Shareholder may convert any or all its Shares of Class B Common Stock into Class A Common Stock pursuant to and as permitted by the Company’s Articles of Incorporation.
View SourceView Similar (3)
Conversion to Class A Common Stock. In the event the Company is unable to (A) create and issue such class of stock as provided in 8.9.2., or (B) cause the Class B Common Stock to be converted into such new class of stock, in either case under applicable law or for any other reason, each share of Class B Common Stock proposed to be sold, transferred or disposed of shall be exchanged by ▇▇▇▇▇▇ ▇▇▇▇▇▇ for one share of Class A Common Stock, and it shall be a condition of such proposed sale, transfer or disposition that such shares of Class B Common Stock shall have been exchanged as set forth in this section; provided, however, that if such exchange may not be consummated prior to the proposed sale, transfer or disposition, ▇▇▇▇▇▇ ▇▇▇▇▇▇ covenants and agrees to enter into an agreement with his proposed purchaser or transferee giving effect to the exchange contemplated hereunder including, without limitation, the termination of any special or preferential voting rights applicable to the Class B Common Stock with regards to such shares being sold, transferred or disposed. The Company represents, warrants and agrees that sufficient shares of Class A Common Stock have been and will at all times remain duly and validly reserved for issuance upon any exchange of Class B Common Stock as set forth herein.
View Source

Related to Conversion to Class A Common Stock

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.