Examples of Newco Charter in a sentence
Immediately following the Effective Time and pursuant to the Plan, the Newco Charter shall be further amended to change the name of Newco from “AMR Corporation” to “American Airlines Group Inc.”.
Prior to the Effective Time, the Newco Charter will be amended to increase the number of shares of authorized capital stock to a number that will be equal to at least the Newco Total Share Number, which number of authorized shares, as well as the Newco Total Share Number, shall be mutually agreed by Hippo and Rhino sufficiently in advance of the Closing Date to avoid any delay in the occurrence of the Closing.
Upon the filing of the Newco Charter Amendment with the Secretary of State of the State of Delaware, the authorized capital stock of Newco will consist of (i) 100,000,000 shares of Newco Common Stock; (ii) 100,000,000 shares of Newco Class B Common Stock; and (iii) 100,000,000 shares of preferred stock, par value $0.01 per share, (the "Newco Preferred Stock").
Prior to the date the Prospectus / Proxy Statement is initially mailed to US Airways stockholders, American, US Airways and Merger Sub shall cooperate in good faith to approve a certificate or certificates of designation to the Newco Charter as reasonably necessary to create the Newco Mandatorily Convertible Preferred Stock, which certificate or certificates of designation shall be reasonably acceptable to each of American and US Airways.
On the Closing Date and immediately prior to the Closing, the Purchased Shares shall be free and clear of all Liens and restrictions on transfer, except for restrictions on transfer set forth in the Transaction Documents, the Newco Charter or imposed by applicable securities laws.
Each reference in the Existing Agreement to Annex K-1 and each reference to Annex K-1 in any other agreement, document, or instrument executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Amended Newco Charter.
Constellation OP and Newco shall have entered into an ownership waiver letter in a form reasonably acceptable to all parties pursuant to which Newco has exempted Constellation OP from the ownership limits set forth in the Newco Charter and established an Excepted Holder Limit (as such term is defined in the Newco Charter) for Constellation OP pursuant to Section 7.2.7 of Newco Charter that allows Constellation OP to own 39% of Newco Common Stock, on a fully diluted basis.
All Seller Charter Documents are in full force and effect, and the Newco Charter Documents shall, as of the Closing, be in full force and effect.
Upon the Closing, the Seller will convey the Purchased Shares to the Purchasers, and Purchasers shall acquire good and marketable title to such Purchased Shares, free and clear of all Liens and restrictions on transfer, except for restrictions on transfer set forth in the Transaction Documents, the Newco Charter or imposed by applicable securities laws and those created by the Purchasers.
The terms and conditions of the Noteholder Newco Interests shall be as set forth in the Noteholder Newco Charter.