Examples of NewCo Interests in a sentence
Given the complex nature of the question of whether a particular person may be an underwriter and other issues arising under applicable securities laws, accordingly, the Debtor expresses no view as to whether any person would be deemed an “underwriter” with respect to the NewCo Interests.
On the Effective Date, New Holdco is authorized to issue or cause to be issued and shall issue the NewCo Interests, in accordance with the Plan to the holders of Allowed Notes Claims, subject to the applicable NewCo Agreement without the need for any further limited liability company action and without action by holders of Claims or Interests.
Persons who are issued Reorganized Homer City Interests and NewCo Interests pursuant to these exemptions will hold “restricted securities,” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the Securities Act and other applicable law.
Whether any particular person would be deemed to be an “underwriter” with respect to the NewCo Interests would depend upon various facts and circumstances applicable to that person.
On the Effective Date, all applicable holders of NewCo Interests and New Holdco shall be deemed to be parties to the NewCo Agreements without the need for further corporate, or other entity, action or execution by any such holder.
Any direct or beneficial recipient of the NewCo Interests, including all Entities to whom such recipients may sell their NewCo Interests in the future and all Entities who purchase or acquire such Interests in future transactions, shall be party to, or shall be deemed to be bound by, the applicable NewCo Agreement.
In the period following the Effective Date and pending distribution of the NewCo Interests to any holder of Allowed Notes Claims, any such holder will be entitled to exercise any rights and receive any distributions paid with respect to such holder’s NewCo Interests and exercise all of the rights with respect of the NewCo Interests.
The offer, issuance, and distribution of the NewCo Interests under the Plan shall be exempt, pursuant to section 1145 of the Bankruptcy Code without further act or action by any entity, from registration under (i) the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of securities.
In the period following the Effective Date and pending Distribution of the NewCo Interests to any holder entitled pursuant to this Plan to receive NewCo Interests, any such Holder will be entitled to exercise any voting rights and receive any dividends, distributions or Distributions paid with respect to such Holder’s NewCo Interests and exercise all of the rights with respect of the NewCo Interests.
The applicable NewCo Agreement shall be binding on all Entities receiving or holding NewCo Interests; provided, that, regardless of whether such Entities execute the applicable NewCo Agreement, such Entities will be deemed to have signed the applicable NewCo Agreement, which shall be as binding on such Entities as if they had actually signed it.