In addition, each share of our Class B common stock will convert automatically into one share of our Class A common
stock upon any transfer, whether or not for value, except for transfers to existing holders of Class B common stock and certain other transfers described in our amended and restated certificate of incorporation, or upon the affirmative vote of a majority of the voting power of the outstanding shares of our Class B common stock, voting separately as a class.
in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common
stock or Class B common
stock upon (A) the exercise or settlement of
stock options or RSUs granted under a
stock incentive plan or other equity award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the
transfer of shares of Class A common
stock, Class B common
stock, or any securities convertible into Class A common
stock or Class B common
stock upon a vesting or settlement event of our securities or
upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any
transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding
stock options or warrants (or the Class A common
stock or Class B common
stock issuable
upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received
upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of such
transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that such
transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
the receipt of shares of common
stock in connection with the conversion of our outstanding preferred
stock into shares of common
stock; provided that any such shares of common
stock received
upon such conversion will continue to be subject to the restrictions on
transfer set forth in the lockup agreement;