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

Exchange of Class B Common Stock. Subject at all times to the requirements of and under the Holdings LLC Agreement in connection with an Exchange (as that term is defined in the Holdings LLC Agreement): (1) Class B Units (as defined in the Holdings LLC Agreement) shall be exchanged for shares of Class A Common Stock equal to the number of Class B Units in accordance with the Holdings LLC Agreement, together with the surrender and cancellation of the same number of outstanding shares of Class B Common Stock held by holder. Before any holder of Class B Units shall be entitled voluntarily to exchange any such Class B Units, such holder shall give written notice to the Corporation at its principal corporate office of the election to exchange the same, together with the election to surrender and cancellation of the same number of outstanding shares of Class B Common Stock held by such holder, and shall state therein the name or names in which such Class A Common Stock are to be registered in book entry. The Corporation shall, as soon as practicable thereafter, register the number of shares of Class A Common Stock to which such holder of Class B Common Stock and Class B Units shall be entitled as aforesaid in book-entry form. Such exchange of Class B Units, and surrender and cancellation of Class B Common Stock shall be deemed to have been made immediately prior to the close of business on the date of the written notice of such holder’s election to exchange and, surrender and cancel required by this Section 4.3(D)(1), and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such exchange, and surrender and cancellation shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class B Common Stock that is surrendered and cancelled pursuant to this Section 4.3(D)(1) shall be retired by the Corporation and shall not be available for reissuance; and (2) the Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of this Second Amended and Restated Certificate or the Holdings LLC Agreement, relating to the exchange of the Class B Units, together with the surrender and cancellation of the Class B Common Stock for Class A Common Stock, as it may deem necessary or advisable in connection therewith. If the Corporation has a reasonable basis to believe that a Transfer giving rise to an exchange of Class B Units, together with the surrender and cancellation of the Class B Common Stock, for Class A Common Stock has occurred but has not theretofore been reflected on the books of the Corporation, the Corporation may request in writing that the holder of such shares furnish affidavits or other reasonable evidence to the Corporation as the Corporation deems necessary to determine whether an exchange of Class B Units, together with the surrender and cancellation of the Class B Common Stock, for Class A Common Stock has occurred and if such holder does not, within thirty days after receipt of such written request, furnish reasonable evidence to the Corporation to enable the Corporation to determine that no such exchange has occurred, any such Class B Units and Class B Common Stock, to the extent not previously exchanged or surrendered and cancelled, respectively, shall be automatically exchanged, and surrendered and cancelled, respectively, into shares of Class A Common Stock and the same shall thereupon be registered on the books and records of the Corporation. In connection with any action of stockholders taken at a meeting or by written consent, the stock ledger of the Corporation shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders or in connection with any such written consent and the class or classes or series of shares held by each such stockholder and the number of shares of each class or classes or series held by such stockholder.

Exchange of Class B Common Stock. Subject at all times (a) From and after the Closing Date, each Seller shall be entitled, upon the terms and subject to the requirements of and under conditions hereof, to surrender the Holdings LLC Agreement in connection with an Exchange (as that term is defined in the Holdings LLC Agreement): (1) Class B Units (as defined in the Holdings LLC Agreement) shall be exchanged for shares of Class A Common Stock equal to the number Acquiror in exchange (the “Exchange” or “Exchange Right”) for the delivery to such exchanging Seller, for each share of Class B Units in accordance with the Holdings LLC AgreementCommon Stock so surrendered, together with the surrender and cancellation of either (x) one Multiple Voting Share; provided that any such Exchange is for a minimum of the same number lesser of outstanding 10 shares of Class B Common Stock held by holder. Before any holder of Class B Units shall be entitled voluntarily to exchange any such Class B Units, such holder shall give written notice to the Corporation at its principal corporate office or all of the election to exchange the same, together with the election to surrender and cancellation of the same number of outstanding shares of Class B Common Stock then held by such holderSeller; or (y) if ParentCo so elects and such respective Seller consents, and shall state therein in its sole discretion, the name or names in which such Cash Settlement Amount. Upon an Exchange, a number of shares of Class A B Common Stock are belonging to be registered in book entry. The Corporation shall, as soon as practicable thereafter, register the exchanging Seller equal to the number of shares of Class A B Common Stock to which such holder exchanged shall automatically be cancelled. (b) A Seller shall exercise its Exchange Right and have shares of Class B Common Stock cancelled as set forth in Section 2.1(a) above by delivering to ParentCo and Class B Units shall be entitled as aforesaid in book-entry form. Such exchange of Class B Units, and surrender and cancellation of Class B Common Stock shall be deemed to have been made immediately prior to the close Acquiror a written election of business on exchange in the date form of the written notice Exhibit G hereto (an “Election of such holder’s election to exchange and, surrender and cancel required by this Section 4.3(D)(1Exchange”), and the person duly executed by such Seller or persons entitled to receive the shares of Class A Common Stock issuable upon such exchange, and surrender and cancellation shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class B Common Stock that is surrendered and cancelled pursuant to this Section 4.3(D)(1) shall be retired by the Corporation and shall not be available for reissuance; and (2) the Corporation may, from time to time, establish such policies and procedures, not Seller’s duly authorized attorney in violation of applicable law or the other provisions of this Second Amended and Restated Certificate or the Holdings LLC Agreement, relating to the exchange of the Class B Units, together with the surrender and cancellation respect of the Class B Common Stock for Class A Common Stockto be exchanged and canceled, as it the case may deem necessary or advisable be, delivered in connection therewith. If accordance with the Corporation has a reasonable basis to believe that a Transfer giving rise to an exchange notice provisions set forth in Section 8.03. (c) Upon the surrender of the applicable shares of Class B Units, together with the surrender and cancellation Common Stock upon exercise of the Class B Common Stock, for Class A Common Stock has occurred but has not theretofore been reflected on the books of the Corporation, the Corporation may request in writing that the holder of such shares furnish affidavits Exchange Right and instructions or other reasonable evidence to the Corporation as the Corporation deems necessary to determine whether an exchange of Class B Units, together with the surrender and cancellation of the Class B Common Stock, for Class A Common Stock has occurred and if such holder does not, within thirty days after receipt of such written request, furnish reasonable evidence to the Corporation to enable the Corporation to determine that no such exchange has occurred, any such Class B Units and Class B Common Stock, to the extent not previously exchanged or surrendered and cancelled, respectively, shall be automatically exchanged, and surrendered and cancelled, respectively, into shares of Class A Common Stock and the same shall thereupon be registered on the books and records of the Corporation. In connection with any action of stockholders taken at stock powers representing a meeting or by written consent, the stock ledger of the Corporation shall be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders or in connection with any such written consent and the class or classes or series of shares held by each such stockholder and the corresponding number of shares of each class Class B Common Stock in the manner provided in this Section 2.06(c), the ParentCo will deliver or classes cause to be delivered within five (5) Business Days the Multiple Voting Shares deliverable to such exchanging Seller through the ParentCo’s transfer agent in book-entry form. (d) Upon receiving an Election of Exchange from a Seller, ParentCo shall effect the Exchange under Section 2.06(a) and deliver to the Seller the number of Multiple Voting Shares or series held by if ParentCo elects and the Seller so consents, the Cash Settlement Amount that such stockholderSeller is entitled to receive in the Exchange, in which event the Seller shall deliver to ParentCo the shares of Class B Common Stock being surrendered in the Exchange.