FORMATION OF NEWCO; EFFECTIVE TIME. (a) NEWCO. Immediately following the Agreement Date, Xxxxxxx and the WP Partners shall form Newco as a corporation under the laws of the State of Delaware. The Charter and Bylaws of Newco shall be substantially in the forms set forth in Exhibit D. In connection with such formation, each of Xxxxxxx and Western Pacific Housing, Inc. ("WPHI") shall purchase 100 shares of Class A common stock, par value $0.001 per share, of Newco ("Newco Class A Common Stock"), which shares shall be issued to each of Xxxxxxx and WPHI at a price of $1.00 per share.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Schuler James K), Agreement and Plan of Reorganization (Schuler James K), Agreement and Plan of Reorganization (Schuler Homes Inc)
