Newco Shares. As of the Effective Time, each share of capital stock of Newco issued and outstanding immediately prior to the Effective Time shall, without any action on the part of Newco, be converted on a one-for-one basis into shares of the corresponding class of capital stock of the Surviving Corporation.
Newco Shares. The outstanding shares of common stock, par value $.01 per share, of Newco shall remain outstanding following the Merger.
Newco Shares. The outstanding shares of common stock, par value $.01 per share, of Newco shall be converted into the right to receive, and become exchangeable for, 1,000 shares of Common Stock of the Surviving Corporation.
Newco Shares. Each Contributing Stockholder agrees and acknowledges that the Newco Shares (i) have not been registered under the Securities Act, (ii) may not be offered or sold in the U.S. or to U.S. persons for a period of one year following the Closing, and thereafter resales may only be made in the U.S. or to U.S. persons pursuant to registration under the Securities Act or an exemption therefrom, and hedging transactions involving the Newco Shares may not be conducted unless in compliance with the Securities Act, (iii) shall bear a legend stating that the securities have not been registered under the Securities Act and may not be offered or sold in the U.S. or to U.S. persons without registration or pursuant to an exemption and (iv) if sold prior to the expiration of one year following the Closing other than to a U.S. person or for the account or benefit of a U.S. person (other than a distributor), shall be made in compliance with Regulation S under the Securities Act.
Newco Shares. Each share of NewCo common stock (the “NewCo Common Stock”) issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into and become one (1) validly issued, fully paid and nonassessable share of the common stock of the Surviving Corporation.
Newco Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Company as the sole holder of the capital stock of Newco, each issued and outstanding share of common stock, par value $0.01 per share, of Newco shall be converted in one share of common stock, $0.00001 par value, of the Surviving Corporation.
Newco Shares. 7 3.03 Delivery of Merger Consideration....................................................... 7
Newco Shares. 6 3.3. Delivery of Merger Consideration.................................... 6 3.4. Qwest Contingent Payment Agreement.................................. 6 ARTICLE IV CLOSING 4.1. Closing............................................................. 6 ARTICLE V
Newco Shares. At the Effective Time, each share of NEWCO common stock that is issued and outstanding immediately prior to the Effective Time shall be converted into twenty (20) shares of common stock of the Surviving Corporation. It is the intention of the parties that, at the Effective Time, PRA shall own all of the issued and outstanding shares of common stock of the Surviving Corporation.
3. The Merger Agreement is hereby amended to delete Section 2.6 in its entirety therefrom and insert in lieu thereof the following:
Newco Shares. Each share of Newco common stock, par value ------------ $0.0001 ("Newco Common Stock"), that is issued and outstanding immediately ------------------ prior to the Effective Time, will remain outstanding after the Effective Time.
