Class B Conversion definition

Class B Conversion is defined in the Recitals.
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Class B Conversion has the meaning given to such term in the Recitals.
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Class B Conversion means the automatic conversion immediately prior to the Merger Effective Time pursuant to the Business Combination Agreement of each share of CIIG Class B Common Stock into a number of validly issued, fully paid and nonassessable shares of CIIG Class A Common Stock equal to the Class B Conversion Ratio.
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Examples of Class B Conversion in a sentence

  • Upon the exercise by any Member of the Class B Conversion Right, all Fungible Class B Units held by all Members shall be so converted.

  • In order to exercise its Class B Conversion Right, a Member shall provide written notice to the Company and PubCo, in a reasonable form as the Company may provide from time to time, as a part of such Member’s Redemption Notice for the Class A Units received upon the conversion of such Class B Units.

  • A Redemption Notice for a number of Class A Units in excess of the number of Class A Units then held by a Member shall be deemed to be an exercise of the Class B Conversion Right to the extent of such excess number of units.

  • Upon conversion, the rights of the holder of such Class B Units as holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Section 5.13(b), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred to, and cancelled by, the Partnership.

  • The terms of a Class B Unit will be changed, automatically and without further action, on the applicable Class B Conversion Date so that such Class B Unit is converted into a number of Common Units equal to the Conversion Number on such Class B Conversion Date and, immediately thereafter, such Class B Unit shall not be Outstanding; provided, however, that each Converted Common Unit will become Outstanding and will remain subject to the provisions of Section 6.1(d)(x) and Section 6.10.

  • Each Outstanding Class B-1 Unit and Class B-2 Unit shall automatically convert into a number of Common Units equal to the Conversion Number on the applicable Class B Conversion Date without any further action by the holders thereof.

  • Each outstanding stock certificate (if shares are in certificated form) that, immediately prior to the occurrence of a Mandatory Class B Conversion Event, represented one or more shares of Class B Common Stock subject to such Mandatory Class B Conversion Event shall, upon such Mandatory Class B Conversion Event, be deemed to represent an equal number of shares of Class A Common Stock, without the need for surrender or exchange thereof.

  • For the avoidance of doubt, if a Class B Conversion Notice Date occurs prior to the close of business on a Record Date for payment of a distribution on the Common Units, but after the respective Class B Accrual Date for such Quarter, the applicable holder of Class B Units shall not receive the Common Unit distribution with respect to such Units.

  • In the event that both the Train 3 Condition and the Train 4 Condition have not been satisfied prior to the Measurement Date, the adjustments set forth in Section 5.12(b)(ix)(B) shall apply solely to the Weighted Average Interest Rate of Debt for Train 1 and Train 2, and the Class B Conversion Value of each Class B Unit shall, if applicable, be increased on the Measurement Date accordingly.

  • Such a conversion shall be deemed to have been made as of the applicable Class B Conversion Date, and the Person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units as of such date.


More Definitions of Class B Conversion

Class B Conversion has the meaning set forth in the recitals to this Agreement.
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Class B Conversion means the conversion of Class B Membership Units into Class C Membership Units pursuant to Section 10.5.
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Related to Class B Conversion

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.