Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, be converted into and become one share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective Time.
Conversion of Newco Shares. At the Effective Time, by virtue of the Merger and without any action on the part of PalEx, as the sole holder of capital stock of Newco, each issued and outstanding share of common stock, par value $.01 per share, of Newco shall be converted into one share of stock, no par value, of the Surviving Corporation.
Conversion of Newco Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Air-Cure as the sole stockholder of Newco, each issued and outstanding share of common stock of Newco, par value $.01 per share, shall be converted into one share of common stock, par value $1.00 per share, of Allied.
Conversion of Newco Shares. The Newco Shares outstanding at the Effective Time shall, at the Effective Time and by virtue of the Merger, be converted into a like number of common shares of the Resulting Corporation with a par value of $1.00 per share, with the effect that the number of common shares of the Resulting Corporation outstanding immediately after the Effective Time shall be equal to the aggregate number of Newco Shares outstanding immediately before the Effective Time, all of which shall continue to be owned by IBG. The authorized number of common shares of the Resulting Corporation shall be the same as the authorized number of Newco Shares immediately before the Effective Time.
Conversion of Newco Shares. As of the Effective Time, each Newco Share that was 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 $.01 per share, of the Surviving Corporation. SECTION Company Option Plan. (a) Newco and the Company shall take all actions necessary so that, immediately prior to the Effective Time, (i) each outstanding option to purchase Shares (an "Option") granted under the Company's Amended and Restated Stock Option Plan (the "Option Plan"), whether or not then exercisable or vested, shall become fully exercisable and vested, (ii) each Option which is then outstanding shall be canceled and (iii) in consideration of such cancellation, and except to the extent that Newco and the holder of any such Option otherwise agree, as soon as practicable following the Effective Time, the Company shall pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess of the Merger Price over the exercise price thereof and (B) the number of Shares subject thereto (such payment to be net of taxes required by law to be withheld with respect thereto). Effective as of the Effective Time, the Company shall use its reasonable best efforts to take all such action as is necessary prior to the Effective Time to terminate the Option Plan so that on and after the Effective Time no current or former employee or director shall have any Option to purchase shares of common stock or any other equity interest in the Company under the Option Plan. The Company shall use its reasonable best efforts to obtain any consents necessary to release the Company from any liability in respect of any Options. SECTION Consent Statement; Action by Written Consent. As soon as practicable following the date of this Agreement, the Company and Newco shall prepare and file with the SEC a consent statement (the "Consent Statement") in connection with the solicitation of written consents in favor of the adoption of this Agreement (the "Consent Solicitation"). The Company and Newco shall use their reasonable best efforts to have the Consent Statement approved by the SEC as promptly as practicable after such filing and the Company shall use its reasonable best efforts to cause the Consent Statement to be mailed to its stockholders as promptly as practicable after receipt of such approval. The Company will notify Newco of the receipt of any comments from the SEC o...
Conversion of Newco Shares. 12 3.5 Issuance of Parent Stock Consideration....................................................... 12 3.6
Conversion of Newco Shares. As of the Effective Time, each Newco Share that was 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 $.01 per share, of the Surviving Corporation.
Conversion of Newco Shares. Each Newco Share issued and outstanding immediately prior to the Third Effective Time (except for Newco Treasury Shares and other shares being cancelled pursuant to Section 3.2(a)) shall be converted into and shall for all purposes represent only the right to receive the Per Share Consideration (the aggregate amounts of consideration allocated pursuant to this Section 3.2(b) and Section 3.3, collectively, the “Newco Shareholder Consideration”). All of the Newco Shares converted into the right to receive consideration as described in this Section 3.2(b) shall be automatically cancelled and extinguished and shall cease to exist, and each holder of Newco Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.2(b) into which such Newco Share shall have been converted or as otherwise provided in this Agreement and each former holder of Newco Shares shall thereafter cease to have any rights with respect to such securities, except as expressly provided herein.
Conversion of Newco Shares. Each share of Newco common stock, par value $0.01 per share ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of the sole stockholder of Newco, be converted into and become one share of Company Common Stock that is issued and outstanding immediately after the Effective Time, and the shares of Company Common Stock into which the share of Newco Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time. Such share of Company Common Stock shall be issued to Parent in exchange for the Parent ADSs issued in the Merger.
Conversion of Newco Shares. At the Effective Time, as a result of the Merger without any action on part of the holder of any capital stock of ProAssurance, NEWCO or Eastern, each of the shares of NEWCO common stock, no par value (“NEWCO Common Stock”), issued and outstanding prior to the Effective Time shall convert into one share of common stock of Eastern, no par value (the “Eastern Common Stock”). It is the intention of the parties that, immediately after the Effective Time, ProAssurance shall own all of the issued and outstanding shares of Eastern Common Stock as the surviving corporation of the Merger.
