Holdings Common Stock. All issued and outstanding shares of --------------------- Holdings Common Stock have been duly and validly issued, fully paid and nonassessable. Except as provided in the Stockholders Agreement, no stockholder of Holdings has or will have any preemptive rights to subscribe for any additional equity Securities of Holdings. Any issuance and sale of Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Holdings Common Stock. At the Effective Time, automatically by virtue of the Merger and without any further action by any of the parties hereto or any other person, each share of Holdings Common Stock issued and outstanding and held by the Company immediately prior to the Effective Time shall be cancelled and cease to be issued or outstanding.
Holdings Common Stock. Holdings Common Stock issued on the --------------------- Closing Date after giving effect to the Merger, when issued and delivered, will be duly and validly issued, fully paid and nonassessable. The issuance and sale of such Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
Holdings Common Stock. The term “Holdings Common Stock” means the common stock of Holdings.
Holdings Common Stock. (a) Sellers are acquiring Holdings Common Stock for their own account, for investment purposes only and not with a view to resale or any other distribution thereof, in whole or in part. Sellers acknowledge and agree that they may not assign, sell, hypothecate or otherwise transfer the Holdings Common Stock unless (i) (A) a registration statement is in effect under the Securities Act with respect to such Holdings Common Stock or (B) a
Holdings Common Stock. The issuance of the shares of Holdings Common Stock pursuant hereto has been duly authorized by Holdings and, at closing, the shares of Holdings Common Stock to be delivered to Sellers pursuant hereto will be validly issued, fully paid and nonassessable. The issuance and delivery of the Holdings Common Stock is intended to be exempt from the provisions of Section 5 of the Securities Act. Neither Holdings, Buyer nor anyone acting on their behalf has taken any action with respect to the Holdings Common Stock or any securities similar to the Holdings Common Stock, or otherwise, that would cause the issuance and delivery of the Holdings Common Stock pursuant hereto not to be exempt from the provisions of Section 5 of the Securities Act or would require the registration of the issuance and delivery of such shares pursuant to this Agreement under the Securities Act or would violate any applicable state securities or blue sky laws.
Holdings Common Stock. The undersigned represents and warrants that as of the date hereof the undersigned has sole power to direct the voting and disposition of such shares of Holdings Common Stock set forth above. In order to induce Central and Central Sub to enter into the Agreement, the undersigned has executed and delivered this letter agreement to Central and Central Sub. Pursuant to this letter agreement, the undersigned agrees that, at any meeting of the stockholders of Holdings called with respect to the merger of Holdings with and into Central Sub, with Central Sub being the surviving corporation, pursuant to the Agreement (the "Merger"), the issuance of shares of Central's common stock pursuant thereto (the "Issuance"), and the Agreement, and at any adjournment thereof, and with respect to any consent solicited with respect to the Merger, the Issuance and the Agreement, the undersigned shall vote the Holdings Common Stock that the undersigned is then entitled to vote in favor of approval of the Merger, the Issuance, the Agreement and any matter which could reasonably be expected to facilitate the Merger and such other transactions, except in the event that any of such agreements are amended in a manner adverse to the rights of the undersigned. The undersigned may vote on all other matters in its sole discretion. The undersigned, as the holder of voting stock of Holdings shall be present, in person or by proxy, at all meetings of stockholders of Holdings called with respect to the Merger, the Issuance and the Agreement, and at any adjournment thereof, so that all of the Holdings Common Stock shall be counted for the purpose of determining the presence of a quorum at such meetings. This letter agreement is intended to bind the undersigned only with respect to the voting of the Holdings Common Stock as a stockholder of Holdings, and shall not prohibit the undersigned from acting in accordance with the undersigned's fiduciary duties as an officer or director of Holdings. The undersigned hereby agrees not to vote the Holdings Common Stock that the undersigned is entitled to vote in connection with any matter submitted to a vote of the Holdings stockholders in a manner which would prevent or delay the consummation of the transactions contemplated by the Agreement. The undersigned hereby represents and warrants that (a) this letter agreement has been duly executed and delivered by the undersigned and is a valid and binding agreement of the undersigned, enforceable against the...
Holdings Common Stock. Each share of Holdings Common Stock that is owned by the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist.
Holdings Common Stock. Subject to Sections 2.01(a) and 2.01(e), (x) ---------------------- each issued and outstanding share of Holdings Common Stock held by HSL, Sappi Deutschland, Sappi Limited, a company organized under the laws of South Africa, and any affiliate of Sappi Limited (together, the "Non-Cash -------- Holders") shall be canceled and (y) each issued and outstanding share of ------- Holdings Common Stock held by any holder other than a Non-Cash Holder (a "Cash Holder") shall be converted into the right to ----------- receive $17.60 per share in cash (the "Cash Consideration"). As of the ------------------ Effective Time, all such shares of Holdings Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Holdings Common Stock shall cease to have any rights with respect thereto, except Cash Holders shall have the right to receive the Cash Consideration per share paid in consideration therefor upon surrender of such certificate in accordance with Section 2.02, without interest.
Holdings Common Stock. The Holdings Common Stock to be sold on or before the Closing Date, when issued and delivered, will be duly and validly issued, fully paid and nonassessable. Except as set forth on SCHEDULE 5.1 annexed hereto, no stockholder of Holdings has or will have any preemptive rights to subscribe for any additional equity Securities of Holdings. The issuance and sale of such Holdings Common Stock, upon such issuance and sale, will either (a) have been registered or qualified under applicable federal and state securities laws or (b) be exempt therefrom.
