New Common Shares Sample Clauses

New Common Shares. The Senior Noteholder Rights Offering will be made, and the New Common Shares will be issued and sold in reliance upon, the exemption from registration under the Securities Act provided in section 1145 of the Bankruptcy Code, and all New Common Shares (other than the New Common Shares issued on account of the Backstop Commitment Premium to the Backstop Parties) will be issued in reliance upon such exemption. The issuance of the New Common Shares to the Backstop Parties on account of the Backstop Obligations and the Backstop Commitment Premium will be made in reliance on the exemption from registration provided by section 4(a)(2) and Regulation D of the Securities Act or another available exemption from registration under the Securities Act, and, in each case, the Disclosure Statement, Confirmation Order and Plan shall include a statement to such effect.
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New Common Shares. From and after the Effective Date, share certificates representing Xxxxxxx Shares not deemed to have been cancelled pursuant to Article 4 shall for all purposes be deemed to be share certificates representing New Common Shares, and no new share certificates shall be issued with respect to the New Common Shares issued in connection with the Arrangement.
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New Common Shares. The New Common Shares to be issued to the Shareholders pursuant to this Agreement will be, when issued, (i) duly authorized, validly issued, fully paid and nonassessable, (ii) free and clear of all liens, encumbrances, equities and claims (other than securities law restrictions and restrictions under that certain (x) New Investors Securities Holders Agreement, dated as of June 29, 2006, by and among the Company, Holdings and the other investors and parties named therein (the “New Investors Securities Holders Agreement”) and (y) Securities Holders Agreement, dated as of June 29, 2006, by and among the Company, Holdings, Xxxxx X. Xxxxx III, Xxxx X. Xxxxx and the other investors and parties named therein (the “Securities Holders Agreement”)) and (iii) issued without violation of any preemptive rights.
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New Common Shares. The New Common Shares will have the same rights and restrictions as the Common Shares.
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New Common Shares. Each New Common Share issued and outstanding immediately prior to the Effective Time will, effective as of the Effective Time, be converted into the right to receive, without interest, (A) the Per Share Rights Amount, (B) the Per Common Share Closing Consideration and (C) any Per Common Share Contingent Consideration payable from time to time pursuant to Section 3.4, in each case payable in cash to the holder thereof, subject to applicable Tax withholding. From and after the Effective Time, all such New Common Shares will no longer be outstanding and will, effective as of the Effective Time, be automatically cancelled and retired and will ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. cease to exist, and each Stock Certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the consideration with respect to such share set forth in this Section 3.1(c)(x).
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New Common Shares. 2 Xxxxxxxxxxx ................................................................. 10
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New Common Shares. Xxxxx Fargo is hereby authorized and directed to requisition from itself, as transfer agent for the New Common Shares, certificates representing shares of New Common Shares in such names and in such amounts as will enable Xxxxx Fargo to distribute such shares in accordance with Section 4.a and Section 4.b of this Agreement. The Company will cause Xxxxx Fargo, in its capacity as transfer agent for the New Common Shares, to countersign, register and deliver certificates representing shares of New Common Shares in such names and in such amounts as will enable Xxxxx Fargo to distribute such shares of New Common Shares in accordance with Section 4.a and Section 4.b of this Agreement.
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Related to New Common Shares

  • Common Shares 4 Company...................................................................................... 4

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Common Stock 1 Company........................................................................1

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Initial Shares As used herein, “Initial Shares” means 229,865 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Cash in Lieu of Fractional Common Shares The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

  • Additional Shares Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

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