Xxxxxx Common Stock. The XxXxxx Common Stock to be issued and delivered to the Company Stockholders pursuant to the Merger has been duly authorized and, when issued in the Merger in accordance with this Merger Agreement, will be validly issued, fully paid and nonassessable and will have been approved for listing by The Nasdaq Stock Market's National Market System.
Xxxxxx Common Stock. At the Effective Time, XXXXXX shall not have issued and outstanding more than 2,354,200 shares of XXXXXX Common Stock.
Xxxxxx Common Stock. (i) Each share of Xxxxxx Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(b)(ii)), including any allocated and unallocated shares held by the Xxxxxx ESOP, and any shares of restricted stock, shall become and be a right to receive in cash $28.25 (the “Cash Consideration”). Each such share, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Cash Consideration in respect of each such share upon the surrender of all certificates that formerly represented shares of Xxxxxx Common Stock (“Certificates”) held by such holder in accordance with Section 2.7.
Xxxxxx Common Stock. Each share of Xxxxxx Common Stock that is issued and outstanding immediately before the Effective Time shall, on and after the Effective Time, remain issued and outstanding as one (1) share of Xxxxxx Common Stock, and each holder thereof shall retain his rights therein. The holders of the shares of Xxxxxx Common Stock outstanding immediately prior to the Effective Time shall, immediately after the Effective Time, continue to hold a majority of the outstanding shares of Xxxxxx Common Stock.
Xxxxxx Common Stock. The Equity Securities of Xxxxxx. Closing Date. The first date on which all of the conditions set forth in Section 3.1 have been satisfied and the initial Revolving Loans are to be made hereunder.
Xxxxxx Common Stock. Each issued and outstanding share of Xxxxxx Common Stock (“Xxxxxx Common Stock”) other than Dissenting Shares (as defined in Section 2.7) shall be converted into the right to receive the amount calculated by dividing (x) (a) the Merger Consideration (as defined in Section 2.5) less (b) the Aggregate Preferred Cash Payment (if any) by (y) the total number of shares of Xxxxxx Common Stock issued and outstanding immediately prior to the Effective Time, excluding any shares for which the holders have exercised rights of appraisal (the “Common Cash Payment”).
Xxxxxx Common Stock. All of the shares of XxXxxx Common Stock distributed in the Spin-Off Distributions shall be fully paid, nonassessable and free of preemptive rights. The shares of XxXxxx Common Stock received by holders of Pinnacle Common Stock pursuant to the Subsequent Spin-Off shall be subject to the transfer restrictions set forth herein and each certificate representing shares of XxXxxx Common Stock distributed in the Subsequent Spin-Off Distribution shall bear the legends set forth herein. Notwithstanding any provision hereof, nothing shall prevent the imposition of additional restrictions on the transfer of XxXxxx Common Stock, or the modification of the restrictions on such transfer set forth herein, pursuant to the terms of the Stockholders Agreement, dated October 27, 1998, by and among XxXxxx and the stockholders named therein (the "Stockholders Agreement").
Xxxxxx Common Stock. Newco has no plan or intention to ------------------- dissolve, liquidate, merge or consolidate Xxxxxx or to sell or otherwise dispose of any of the Xxxxxx Common Stock acquired by Newco.
Xxxxxx Common Stock. 28 Schedule A Members LIMITED LIABILITY COMPANY AGREEMENT OF WHITE OWL INVESTORS, L.L.C. ------------------------------------ This Limited Liability Company Agreement of White Owl Investors, L.L.C. (the "Company"), dated as of January 13, 1998, is made and entered into by and among White Owl Capital Partners, a general partnership, as a Member and the sole initial Manager (the "Managing Member"), and the other Persons listed on Schedule A hereto, as Members (the "Investor Members"),
Xxxxxx Common Stock. Each of the Members agrees, so long as he is a Member, not to establish or maintain a short position in the Common Stock of Xxxxxx.
