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. 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. Upon the Effective Date of the Merger, each share of Holdings Common Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by Holdings, the holder of such shares or any other person, be cancelled and returned to the status of authorized but unissued shares.
Holdings Common Stock. The term “Holdings Common Stock” means the common stock of Holdings.
Holdings Common Stock. (i) The shares of restricted Holdings Common Stock to be issued pursuant to this Agreement shall be issued at a per share price calculated at the date of issuance (the “Applicable Price”) equal to the lower of (A) the per share price obtained by dividing (x) the agreed upon equity value of Holdings of $2,100,000,000, less the aggregate amount of dividends or distributions paid to Holdings’ stockholders concurrently with the closing of the Recapitalization, up to a maximum aggregate amount of $1,000,000,000, by (y) 10,730,790, which represents the fully diluted number of issued and outstanding shares of Holdings Common Stock reflected on Holdings pro forma capitalization table set forth in Exhibit G, which number, among other things, reflects Holdings’ repurchase of shares of Holdings Common Stock held by Bayer Healthcare LLC and does not give effect to Management Equity (as such per share price may be adjusted pursuant to §2(i), the “Agreed Upon Price”), or (B) 90% of the per share price offered to the public set forth in the final prospectus in an initial public offering of Holdings Common Stock (the “Discounted IPO Price”). To the extent that there was an issuance of restricted Holdings Common Stock under this Agreement prior to the Recapitalization (such that restricted Holdings Common Stock was issued to the Parent based on the Agreed Upon Price calculated without the deduction contemplated by clause (x) above for dividends or distributions paid concurrently with the closing thereof), and thereafter (but before January 31, 2007) the Recapitalization shall be consummated, then the Parent shall be entitled to receive a number of shares of restricted Holdings Common Stock equal to the difference between (A) the number of shares of restricted Holdings Common Stock that would have been issued if the Recapitalization had been consummated on the date of issuance (i.e., based on the Agreed Upon Price calculated with the deduction contemplated by clause (x) above for dividends or distributions paid concurrently with the closing thereof), and (B) the number of shares actually issued based on the Agreed Upon Price calculated without giving effect to the Recapitalization. For the avoidance of doubt, no Acquired Asset Entity shall be entitled to receive any distribution pursuant to the Recapitalization except to the limited extent, if at all, provided in §2(i)(ii)(A) below. To the extent that there was an issuance of restricted Holdings Common Stock under this Agre...
Holdings Common Stock. As of the Effective Date, the number of shares of issued and outstanding Common Stock of Holdings and the number of shares of issued and outstanding Non-Voting Common Stock of Holdings are as set forth in Schedule 5.1 annexed hereto. Such shares of Holdings Common Stock have been duly and validly issued, fully paid and nonassessable. 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. 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. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of EPC Holdings Common Stock issued and outstanding immediately prior to the Merger shall be canceled and shall cease to exist without payment of any consideration therefor.
Holdings Common Stock. Holdings Common Stock" means the common stock of Holdings, par value $0.01 per share.
