Common use of Rights of Former JWCFS Shareholders Clause in Contracts

Rights of Former JWCFS Shareholders. At the Effective Time, the stock transfer books of JWCFS shall be closed as to holders of JWCFS Common Stock immediately prior to the Effective Time, and no transfer of JWCFS Common Stock (as opposed to transfers of Newco Common Stock) by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.7(a), each certificate theretofore representing shares of JWCFS Common Stock shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 2.4(b) in exchange therefor. To the extent permitted by Law, former shareholders of record of JWCFS shall be entitled to vote after the Effective Time at any meeting of Newco shareholders the number of shares of Newco Common Stock into which their respective shares of JWCFS Common Stock were converted in the Share Exchange, regardless of whether such holders have exchanged their certificates representing JWCFS Common Stock for certificates representing Newco Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Newco on the Newco Common Stock, the record date for which is at or after the Effective Time, the Newco declaration shall include dividends or other distributions on all shares of Newco Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Newco Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of JWCFS Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in this Section 2.7. However, upon surrender of such JWCFS stock certificate, the Newco Common Stock certificate (together with all such undelivered dividends or other distributions, without interest) shall be delivered and paid with respect to each share represented by such certificate.

Rights of Former JWCFS Shareholders. At the Effective Time, the stock transfer books of JWCFS shall be closed as to holders of JWCFS Common Stock immediately prior to the Effective Time, and no transfer of JWCFS Common Stock (as opposed to transfers of Newco Common Stock) by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.7(a4(c), each certificate theretofore representing shares of JWCFS Common Stock shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 2.4(b4(a) in exchange therefor. To the extent permitted by Law, former shareholders of record of JWCFS shall be entitled to vote after the Effective Time at any meeting of Newco shareholders the number of shares of Newco Common Stock into which their respective shares of JWCFS Common Stock were converted in the Share Exchange, regardless of whether such holders have exchanged their certificates representing JWCFS Common Stock for certificates representing Newco Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by Newco on the Newco Common Stock, the record date for which is at or after the Effective Time, the Newco declaration shall include dividends or other distributions on all shares of Newco Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Newco Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of JWCFS Common Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in this Section 2.74(c). However, upon surrender of such JWCFS stock certificate, the Newco Common Stock certificate (together with all such undelivered dividends or other distributions, without interest) shall be delivered and paid with respect to each share represented by such certificate.