New Common Stock. Lessor and Tenant acknowledge that, ---------------- pursuant to the Bankruptcy Plan, on or about the Effective Date Lessor and/or its designee(s) is receiving certain New Common Stock (as defined in the Bankruptcy Plan). Lessor and Tenant acknowledge and agree that (a) such New Common Stock is being received by Lessor and/or its designee(s) as additional rent in consideration of the agreement of Lessor, and the lessors under the other Leases, to enter into the Leases and thereby agree to charge Base Rent as provided in this Lease and the other Leases, (b) such additional rent is being paid on or about the Effective Date by the delivery of such New Common Stock to Lessor or its designee(s), (c) such additional rent is non-refundable by Lessor, and (d) the delivery of such New Common Stock to Lessor or its designee(s) does not reduce the amount of Base Rent due and payable hereunder and under the other Leases.
New Common Stock. Lessor and Tenant acknowledge that, pursuant ---------------- to the Bankruptcy Plan, on or about April 20, 2001 VRLP received certain New Common Stock (as defined in the Bankruptcy Plan). Lessor and Tenant acknowledge and agree that (a) such New Common Stock was received by VRLP as additional rent in consideration of the agreement of the lessors under the Master Leases to enter into the Master Leases and thereby agree to charge Base Rent as provided in the Master Leases and in leases to be derived therefrom, (b) such additional rent was paid on or about April 20, 2001 by the delivery of such New Common Stock to VRLP, (c) such additional rent is non-refundable by VRLP or Lessor, and (d) the delivery of such New Common Stock to VRLP does not reduce the amount of Base Rent due and payable hereunder, under the Master Leases or under any other leases derived from this Lease or the Master Leases.
New Common Stock. (a) If the Closing of the Alternative Transaction occurs, on the Effective Date, ProMedica (or its designee(s)) shall receive, and the Debtor shall, in accordance with the Implementation Memorandum, issue, transfer, and deliver to ProMedica (or its designee(s)), 1,000,000 newly issued shares of New Common Stock of the Debtor, par value $0.01 per share, which shall constitute all of the issued and outstanding capital stock and rights to purchase or otherwise acquire capital stock of the Debtor, free and clear of any lien, charge, pledge, security interest, claim, or other encumbrance in consideration for the ProMedica Plan Contribution.
New Common Stock. 3 Notes..................................................................3 Obligations............................................................4
New Common Stock. Subject to the right of the stockholders to amend the certificate of incorporation, reorganized SFI shall issue a single class of common stock (the “New Common Stock”) on the Effective Date of the Plan of Reorganization (the “Effective Date”), which stock shall be deemed fully paid and non-assessable. All New Common Stock issued will be subject to dilution from the exercises of options and/or the granting of restricted stock in connection with the Long Term Incentive Plan (as defined below).
New Common Stock. The New Common Stock shall constitute 100% of the equity interests in reorganized USEC, subject to dilution on account of the Management Incentive Program. Subject to foreign ownership restrictions in charter; additional restrictions may be necessary to preserve NOLs and other tax attributes/built in losses; possible NRC issues. Terms to be agreed to prior to the earlier of the commencement of the Solicitation or the Petition Date.
New Common Stock. The Company shall use its best efforts to obtain the listing of the New Common Stock for trading on a national securities exchange acceptable to the Required Backstop Parties as soon as practicable after the Effective Date.
New Common Stock. The New Common Stock shall consist of (i) a class of full- voting common stock (the “Class A Common Stock”) and (ii) a separate class of limited-voting common stock (the “Class B Common Stock”). Each Existing Lender shall have the option to choose to take its New Common Stock in the form of Class A Common Stock or Class B Common Stock. Each share of Class B Common Stock will be convertible at the option of the holder, exercisable at any time, into one share of Class A Common Stock; provided that, at all times, there must be outstanding at least one share of Class A Common Stock. The economic rights of the Class A Common Stock and Class B Common Stock shall be identical. The Class B Common Stock will not be entitled to general voting rights, but will be entitled to vote on an “as converted” basis (together with the holders of the Class A Common Stock, voting as a single class) on certain non-ordinary course transactions, including (i) any authorization of, or increase in the number of authorized shares of, any class of capital stock ranking pari passu with or senior to the New Common Stock as to dividends or liquidation preference, including additional New Common Stock; (ii) any amendment to Reorganized JRC’s certificate of incorporation or by-laws; (iii) any amendment to any shareholders or comparable agreement; (iv) any sale, lease or other disposition of all or substantially all of the assets of Reorganized JRC through one or more transactions; (v) any recapitalization, reorganization, consolidation or merger of Reorganized JRC; (vi) to the extent that holders of Class A Common Stock have the right to vote thereon, any issuance or entry into an agreement for the issuance of capital stock (or any options or other securities convertible into capital stock) of Reorganized JRC, except as may be provided for under the Post-Effective Date Management Incentive Plan or any other management incentive plan; and (vii) to the extent that holders of Class A Common Stock have the right to vote thereon, any redemption, purchase or other acquisition by Reorganized JRC of any of its capital stock (except for purchases from employees upon termination of employment). The Class B Common Stock will be entitled to a separate class vote on any amendment or modification of any rights or privileges of the Class B Common Stock that does not equally affect the Class A Common Stock. In any liquidation, dissolution or winding up of the Company, all assets will be distributed to hold...
New Common Stock. In connection with the Reorganization Transaction, the issuance of the New Common Stock by Reorganized Parent shall be hereby authorized without the need for any further corporate action or without any further action by the holders of Claims or Interests. The Reorganized Debtors shall be authorized to issue a certain number of shares, units or equity interests (as the case may be based on how the New Common Stock is denominated and the identity of the Reorganized Debtor issuing such shares, units, or equity interests) of New Common Stock required to be issued under the Prepackaged Plan and pursuant to their New Corporate Governance Documents. On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall issue or enter into all Securities, notes, instruments, certificates, and other documents required to be issued or entered into pursuant to the Prepackaged Plan. The New Corporate Governance Documents shall be effective as of the Effective Date and, as of such date, shall be deemed to be valid, binding, and enforceable in accordance with its terms. All of the shares, units, or equity interests (as the case may be based on how the New Common Stock is denominated) of New Common Stock issued or authorized to be issued pursuant to the Prepackaged Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each distribution and issuance referred to in Article VI of the Prepackaged Plan shall be governed by the terms and conditions set forth in the Prepackaged Plan applicable to such distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The Reorganized Debtors and/or Post-Effective Date Debtors (i) shall emerge from these Chapter 11 Cases as a private company on the Effective Date and the New Common Stock shall not be listed on a public stock exchange, (ii) shall not be voluntarily subjected to any reporting requirements promulgated by the SEC, and (iii) shall not be required to list the New Common Stock on a recognized U.S. or any foreign stock exchange. To the extent the following actions have not been completed on or prior to the Effective Date, the Reorganized Debtors and/or Post-Effective Date Debtors shall (i) take all actions reasonably necessary or desirable to delist the Existing Common Stock Interests from Nasdaq and to deregister under the Exchange ...
New Common Stock. Section 6.4 of the Company's First Amended and Modified Plan of Reorganization provides that the Company shall distribute to key officers a total of 10.0% (or 200,000 shares) of the issued and outstanding New Common Stock of the Company (the "Key Officer Distribution") to vest as follows: 3.34% of the issued and outstanding shares of New Common Stock on the effective date (May 29, 1997), and 3.33% of the then issued and outstanding shares of New Common Stock on each of the first and second year anniversaries of the effective date. The Company hereby agrees that Willxxx X. Xxxxxxxx Xxxe 3. Employee shall be entitled to receive 50% of the Key Officer Distribution such that Employee shall receive forthwith 66,667 shares of the issued and outstanding shares of New Common Stock (representing the May 29, 1997 and May 29, 1998 vested shares), with the remaining 33,333 shares of the issued and outstanding shares of New Common Stock to be distributed to Employee on May 29,1999.
