Common use of Capital Stock of Newco Clause in Contracts

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.

Appears in 2 contracts

Samples: Employment Agreement (Targetti Sankey Spa), Voting Agreement (Tivoli Industries Inc)

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Capital Stock of Newco. Each share of common stock of Newco issued and outstanding share immediately prior to the Effective Time shall be converted into one million shares of common stock, par value $0.001 .01 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 with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of Newco Common Stock shall at capital stock of the Effective Time represent an equal number of shares of Surviving Corporation Common StockCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DSC Communications Corp)

Capital Stock of Newco. Each issued and outstanding share The shares of common stockstock of Newco, par value $0.001 0.01 per share, of Newco share ("β€œNewco Common Stock") ”), which are issued and outstanding immediately prior to the Effective Time, shall be converted into and become shares of Common Stock at a rate of one fully paid and nonassessable (1) share of common stock, par value $0.001 per share, of the Surviving Corporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares Stock for each share of Newco Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Computer Associates International Inc)

Capital Stock of Newco. Each issued and outstanding share of common stock, par value $0.001 0.01 per share, of Newco ("Newco Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 .01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock")Corporation. Each Following the Effective Time, each certificate representing outstanding evidencing ownership of shares of Newco Common Stock common stock shall at the Effective Time represent an equal number evidence ownership of such shares of the Surviving Corporation Common StockCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cognitronics Corp)

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Capital Stock of Newco. Each issued and outstanding share All shares of Newco's common stock, par value $0.001 .01 per share, of Newco ("Newco Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become one exchanged for an aggregate number of validly issued, fully paid and nonassessable share shares of common stock, par value $0.001 per share, Common Stock of the Surviving Corporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Newco Common Stock shall at Company equal to the Effective Time represent an equal number of shares of Surviving Corporation Common Stockquotient obtained by dividing $69,375,000 by the Per Share Merger Consideration.

Appears in 1 contract

Samples: Recapitalization Agreement (Eye Care Centers of America Inc)

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