Capital Stock of Newco. Each issued and outstanding share of capital stock of Newco shall continue to be issued and outstanding and shall be converted into one share of validly issued, fully paid and non-assessable Common Stock of the Surviving Corporation. Each stock certificate of Newco evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Capital Stock of Newco. Each share of capital stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock of the surviving Company.
Capital Stock of Newco. Each share of NewCo Common Stock that is owned by the Company immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Capital Stock of Newco. Each issued and outstanding share of common stock, par value $0.001 per share, of Newco ("Newco Common Stock") shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Newco Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
Capital Stock of Newco. The authorized capital stock of Newco is as set forth in Section 1.4. All of the issued and outstanding shares of the capital stock of Newco have been duly authorized and validly issued, are fully paid and nonassessable, and further, such shares were offered, issued, sold and delivered by Newco in compliance with all applicable state and Federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of any preemptive rights of any past or present stockholder.
Capital Stock of Newco. Each issued and outstanding share of capital stock of NewCo shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Entity.
Capital Stock of Newco. Each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled without any conversion thereof or payment of any consideration therefor and thereafter will cease to exist.
Capital Stock of Newco. No shares of Newco stock will be issued directly or indirectly in the Merger. Each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time.
Capital Stock of Newco. Each issued and outstanding share of (i) Class A common stock of Newco shall be converted into and become one fully paid and nonassessable share of Class A common stock, par value $0.01 per share, of the Surviving Corporation, (ii) Class B common stock of Newco shall be converted into and become one fully paid and nonassessable share of Class B common stock, par value $0.01 per share, of the Surviving Corporation, (iii) 10% Junior Preferred Stock, par value $1,000 per share, of Newco shall be converted into and become one fully paid and nonassessable share of 10% Junior Preferred Stock, par value $1,000 per share, of the Surviving Corporation and (iv) 14% Senior Preferred Stock, par value $1,000 per share, of Newco shall be converted into and become one fully paid and nonassessable share of 14% Senior Preferred Stock, par value $1,000 per share, of the Surviving Corporation.
Capital Stock of Newco. At the Effective Time, each share of capital ---------------------- stock of Newco issued and outstanding as of the Effective Time shall be unaffected by the Merger. At the Effective Time, the Outstanding Company Shares shall be deemed converted into the shares of capital stock of Newco.
