Newco Stock. At the Effective Time, each share of the common stock of Newco outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $.01 per share, of the Surviving Corporation, and each certificate theretofore representing any such shares shall, without any action on the part of the holder thereof, be deemed to represent the same number of shares of the Surviving Corporation.
Newco Stock. Each outstanding share of capital stock of Newco issued and outstanding at the Effective Time of Merger shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Newco Stock. Subject to the provisions of this Agreement, by virtue of the Merger and without any action on the part of the holder thereof, at the Effective Time, each share of Newco Stock will be canceled, and the holder thereof will be entitled to receive $1.00 in cash per share of Newco Stock.
Newco Stock. The Lender holds of record and owns beneficially the shares of Newco Stock, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended, and state securities laws), taxes of any kind, Lien, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Except for Newco’s right to receive the Shares, Newco does not directly or indirectly own any equity, membership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, membership, partnership or similar interest in, any Person. Newco has the right to receive the Shares, free and clear of all Liens. Except for such right, Newco does not own any assets. Newco does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase, sale, return, redemption or issuance of any shares of its capital stock or any other equity securities of Newco or any securities representing the right to purchase or otherwise receive any of its equity securities. Neither the Lender nor Newco is a party to any option, warrant, purchase right, or other contract or commitment that could require the Lender or Newco to sell, transfer, or otherwise dispose of any capital stock of Parent (other than this Agreement). Neither the Lender nor Newco is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Parent.
Newco Stock. Unless the Share Exchange Agreement has been terminated by the Taylxx Xxxily pursuant to Section 13(d) of the Share Exchange Agreement, TCG shall indemnify and hold harmless CTFG against all costs and liabilities related to (a) the offer and sale of New Bank Securities or Newco Stock, including but not limited to all underwriting, accounting, legal, printing, filing fee and other expenses of such offer(s) and sale(s) and any liabilities for misstatements or omissions in the offering documents related thereto or any part thereof and (b) the preparation, filing, amendment and withdrawal of the Common Registration Statement.
Newco Stock. 3 2.2 Conversion of Company Common Stock .............................................. 3 2.3
Newco Stock. Unless the Share Exchange Agreement has been terminated by the Taylor Family pursuant to Section 13(d) of the Share Exchange Agreemxxx, XCG shall indemnify and hold harmless CTFG against all costs and liabilities related to (a) the offer and sale of New Bank Securities or Newco Stock, including but not limited to all underwriting, accounting, legal, printing, filing fee and other expenses of such offer(s) and sale(s) and any liabilities for misstatements or omissions in the offering documents related thereto or any part thereof and (b) the preparation, filing, amendment and withdrawal of the Common Registration Statement.
Newco Stock. Each share of common stock, par value $1.00 per share, of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $1.00 per share, of the Surviving Corporation.
Newco Stock. 5 2.8 Cancellation..................................................................5
Newco Stock. 3 2.1 Capitalization of NEWCO...............................................3 2.2 Rights and Obligations of VPI.........................................4 2.3
