The Class B Exchange Clause Samples

The Class B Exchange. Concurrently with the execution of this Agreement, the Company and the Voting Parties have entered into the Class B Exchange Agreement (the “Class B Exchange Agreement”). The consummation of the Class B Exchange (the “Class B Exchange Closing”), will take place at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 8:05 a.m. (Eastern time) (or, if later, five (5) minutes following the Charter Effective Time) on the Charter Closing Date and immediately following the Charter Effective Time (such time, the “Class B Exchange Effective Time”). At the Class B Exchange Effective Time, each Company Share held by any Subsidiary of the Company shall be exchanged for one (1) validly issued, fully paid and non-assessable share of Class B Stock and such Company Share thereafter shall be automatically cancelled and extinguished.
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The Class B Exchange. Concurrently with the execution of this Agreement, the Company and the Voting Parties have entered into the Class B Stock Exchange Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Class B Exchange Agreement”). Prior to the end of trading on the NYSE on the Pre-Closing Dividend Declaration Date, and in any event prior to the declaration of the Pre-Closing Dividend on the Pre-Closing Dividend Declaration Date: (i) the Company shall file with the Secretary of State of the State of Delaware a certificate of designations in substantially the form attached hereto as Exhibit E (the “Certificate of Designations”), pursuant to which the Company shall designate a new series of preferred stock, par value $0.01 per share, of the Company (the “Series B Preferred Stock”), and (ii) following the filing of the Certificate of Designations, the Company shall (A) effect the Class B Exchange (the effective time of such exchange, the “Class B Exchange Effective Time”) pursuant to the Class B Exchange Agreement and (B) at the Class B Exchange Effective Time, exchange each Company Share held by any Subsidiary of the Company for one (1) validly issued, fully paid and non-assessable share of Series B Preferred Stock, and such Company Share thereafter shall be automatically cancelled and extinguished.
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Related to The Class B Exchange

  • Note Exchangeable for Different Denominations This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

  • Original Class B Principal Balance The Original Class B Principal Balance is $7,500,485.88.

  • Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Denominations; Transfer; Exchange The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.