New Common Shares. The New Common Shares will have the same rights and restrictions as the Common Shares.
New Common Shares. The Senior Noteholder Rights Offering will be made, and the New Common Shares will be issued and sold in reliance upon, the exemption from registration under the Securities Act provided in section 1145 of the Bankruptcy Code, and all New Common Shares (other than the New Common Shares issued on account of the Backstop Commitment Premium to the Backstop Parties) will be issued in reliance upon such exemption. The issuance of the New Common Shares to the Backstop Parties on account of the Backstop Obligations and the Backstop Commitment Premium will be made in reliance on the exemption from registration provided by section 4(a)(2) and Regulation D of the Securities Act or another available exemption from registration under the Securities Act, and, in each case, the Disclosure Statement, Confirmation Order and Plan shall include a statement to such effect.
New Common Shares. From and after the Effective Date, share certificates representing Xxxxxxx Shares not deemed to have been cancelled pursuant to Article 4 shall for all purposes be deemed to be share certificates representing New Common Shares, and no new share certificates shall be issued with respect to the New Common Shares issued in connection with the Arrangement.
New Common Shares. The New Common Shares to be issued to the Shareholders pursuant to this Agreement will be, when issued, (i) duly authorized, validly issued, fully paid and nonassessable, (ii) free and clear of all liens, encumbrances, equities and claims (other than securities law restrictions and restrictions under that certain (x) New Investors Securities Holders Agreement, dated as of June 29, 2006, by and among the Company, Holdings and the other investors and parties named therein (the “New Investors Securities Holders Agreement”) and (y) Securities Holders Agreement, dated as of June 29, 2006, by and among the Company, Holdings, Xxxxx X. Xxxxx III, Xxxx X. Xxxxx and the other investors and parties named therein (the “Securities Holders Agreement”)) and (iii) issued without violation of any preemptive rights.
New Common Shares. Each New Common Share issued and outstanding immediately prior to the Effective Time will, effective as of the Effective Time, be converted into the right to receive, without interest, (A) the Per Share Rights Amount, (B) the Per Common Share Closing Consideration and (C) any Per Common Share Contingent Consideration payable from time to time pursuant to Section 3.4, in each case payable in cash to the holder thereof, subject to applicable Tax withholding. From and after the Effective Time, all such New Common Shares will no longer be outstanding and will, effective as of the Effective Time, be automatically cancelled and retired and will ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. cease to exist, and each Stock Certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the consideration with respect to such share set forth in this Section 3.1(c)(x).
New Common Shares. 2 Xxxxxxxxxxx ................................................................. 10
New Common Shares. Xxxxx Fargo is hereby authorized and directed to requisition from itself, as transfer agent for the New Common Shares, certificates representing shares of New Common Shares in such names and in such amounts as will enable Xxxxx Fargo to distribute such shares in accordance with Section 4.a and Section 4.b of this Agreement. The Company will cause Xxxxx Fargo, in its capacity as transfer agent for the New Common Shares, to countersign, register and deliver certificates representing shares of New Common Shares in such names and in such amounts as will enable Xxxxx Fargo to distribute such shares of New Common Shares in accordance with Section 4.a and Section 4.b of this Agreement.
