Articles of Association Amendment?

[tradestar2012]

I actually think this article is pretty balanced and straight forward. Just because the shares are locked up doesn't mean they cannot be pledged for a loan.

I think even without the amendment the Class B shares can still be pledged right now. The amendment sounds like it just automatically converts Class B shares to Class A shares when they are pledged, sold, or transferred to outside parties

I got the sense that the new language makes it so that shares convert from B to A if theres a default in the pledged shares. That seems to be the material change. If there are any lawyers on here that could opine, that would be helpful. Also, anyone know if these changes were proposed pre-MW or post MW?

Heres the original language from the articles of association (link: http://www.sec.gov/Archives/edgar/data/1...exv3w2.htm)

(iii) Upon any sale, pledge, transfer, assignment or disposition of Class B Common Shares by a holder thereof to any person or entity which is not an Affiliate of such holder, a Founder or a Founder’s Affiliate, each such Class B Common Share shall be automatically and immediately converted into one Class A Common Share; provided that, except as set forth in Article 6(d)(iv) below, a change in the beneficial ownership of Class B Common Shares from a holder of Class B Common Shares to an Affiliate of such holder shall not cause a conversion under this Article 6(d)(iii). In addition, if at any time more than fifty percent (50%) of the ultimate beneficial ownership of any holder of Class B Common Shares (other than the Founders or the Founders’ Affiliates) changes, each such Class B Common Share shall be automatically and immediately converted into one Class A Common Share. For the avoidance of doubt, the pledge, transfer, assignment or disposition of Class B Common Shares by a holder thereof to any of the following shall be exempt from, and not trigger, the automatic conversion contemplated under this Article 6(d)(iii): (i) a Founder or a Founder’s Affiliate or (ii) to a limited partner or a shareholder of such holder.

     (iv) For the avoidance of doubt, a transfer shall be effective upon the Company’s registration of such transfer in its Register of Members. For purposes of Article 6(d)(iii) and Article 6(d)(iv), “beneficial ownership” shall have the meaning defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended.

     (v) Any conversion of Class B Common Shares into Class A Common Shares pursuant to these Articles shall be effected by means of the re-designation of the relevant Class B Common Share as a Class A Common Share. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation of the relevant Class B Common Shares as Class A Common Shares.

     (vi) Save and except for voting rights and conversion rights as set out in Articles 6© and (d), the Class A Commons Shares and the Class B Common Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.