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. 7 3.3. Delivery of Merger Consideration.....................................7 3.4. Additional Merger Consideration......................................7 ARTICLE
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 Axtive, as the sole holder of capital stock of Newco, each issued and outstanding share of common stock, par value $.001 per share, of Newco shall automatically be converted into one share of common stock, par value, $.001 per share, of the Surviving Corporation.
Newco Shares. At the Effective Time, the shares of NEWCO common stock issued and outstanding prior to the Effective Time shall convert into such number of shares of common stock of the Surviving Corporation as will enable the Surviving Corporation to meet the minimum capital requirements under applicable state insurance laws and regulations. It is the intention of the parties that, immediately after the Effective Time, PRA shall own all of the issued and outstanding shares of common stock of the Surviving Corporation.
Newco Shares. The Certificates representing the Newco Shares;
Newco Shares. Prior to the Effective Time, the Company and Newco shall take any and all actions as are necessary to ensure that each share of capital stock of Newco that is owned by the Company immediately prior to the Effective Time shall be canceled and cease to be outstanding at the Effective Time, and no payment shall be made therefor, and the Company, by execution of this Agreement, agrees to forfeit such shares and relinquish any rights to such shares.
