Newco Preferred Stock definition

Newco Preferred Stock means shares of the preferred stock designated Series A Preferred Stock, par value $0.0001 per share, of Newco issued pursuant to the Certificate of Designation attached hereto as Exhibit A.

Newco Preferred Stock has the meaning set forth in Section 3.05(b).

Newco Preferred Stock means the preferred stock, par value $1.00 per share, of Newco.

Examples of Newco Preferred Stock in a sentence

• At the close of business on the Effective Date and immediately prior to Closing, (i) 100 shares of Newco Common Stock were issued and outstanding, and (ii) no shares of Newco Preferred Stock were issued or outstanding.

• Newco shall be entitled to place restrictive legends on any shares of Newco Common Stock or Newco Preferred Stock issued (i) to such Rule 145 Affiliates and (ii) to any other Persons who it reasonably believes may be deemed to be “affiliates” of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act, pursuant to the Transaction.

• The authorized capital stock of Newco consists of 140,000,000 shares of Newco Common Stock and 60,000,000 shares of Newco Preferred Stock, 14,000,000 shares of which have been designated Series A Preferred Stock.

• The Company understands and agrees that each of the certificates evidencing Newco Common Stock and Newco Preferred Stock to be acquired hereunder may bear the following legends: “THE SALE OR TRANSFER OF SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS IN ARTICLE X OF THE CERTIFICATE OF INCORPORATION OF REG NEWCO, INC.

• The Company hereby agrees to use commercially reasonable efforts to distribute to its unitholders the Newco Common Stock and Newco Preferred Stock received pursuant to this Agreement and to liquidate, wind down and dissolve the Company or otherwise terminate its limited liability company existence as soon as possible at or following the Closing, but in no event later than one hundred eighty (180) days following Closing.

More Definitions of Newco Preferred Stock

Newco Preferred Stock as used in this letter shall mean and include not only the common stock and preferred stock of Newco as presently constituted, but also any other stock which may be issued in exchange for, in lieu of, or in addition to, all or any part of such Newco Common Stock or Newco Preferred Stock. I hereby acknowledge that I have read this letter and the Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to sell, transfer or otherwise dispose of shares of Newco Common Stock and Newco Preferred Stock to the extent I felt necessary with my counsel. This letter will be governed by the laws of Iowa regardless of any applicable principles of conflict of laws. This letter will be binding upon the undersigned and Newco and their respective successors and assigns. This letter is the complete agreement between the undersigned and Newco concerning the subject matter hereof. If the Agreement is terminated in accordance with its terms prior to the Closing Date, then the legal effect of this letter will thereupon automatically terminate. Execution of this letter shall not be construed as an admission on my part of “affiliate” status nor as a waiver of any rights that I may have to object to any claim that I am an “affiliate” on or after the date of this letter. Very truly yours, Name: Agreed to and accepted as of the date first written above: REG Newco, Inc. By: Name: Title: Exhibit G REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2009, by and among REG Newco, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the holders of the Company’s Series A Convertible Preferred Stock as listed on Exhibit A hereto (the “Series A Stockholders”), and the holders of the Company’s Common Stock as listed on Exhibit A hereto (the “Common Stockholders”). The Series A Stockholders and Common Stockholders are collectively referred to herein as the “Stockholders.”

Newco Preferred Stock has the meaning set forth in Section 3.05(b). "Newspaper Subsidiaries" means the Post-Dispatch division of the Company and all direct and indirect Subsidiaries of the Company, other than Broadcasting, prior to the Contribution. "Other Filings" has the meaning set forth in Section 6.06(b). "Outstanding Company Stock" has the meaning set forth in Section 1.02(d). I-56

Newco Preferred Stock means the 7.50% Mandatory Convertible Preferred Stock, par value $0.01 per share, of Newco.

Newco Preferred Stock means the Newco Series A Preferred Stock, Newco Series B Preferred Stock, Newco Series C Preferred Stock, Newco Series E Preferred Stock and Newco Series F Preferred Stock, collectively.

Newco Preferred Stock as used in this letter shall mean and include not only the common stock and preferred stock of Newco as presently constituted, but also any other stock which may be issued in exchange for, in lieu of, or in addition to, all or any part of such Newco Common Stock or Newco Preferred Stock. I hereby acknowledge that I have read this letter and the Agreement and discussed the requirements of such documents and other applicable limitations upon my ability to sell, transfer or otherwise dispose of shares of Newco Common Stock and Newco Preferred Stock to the extent I felt necessary with my counsel. This letter will be governed by the laws of Iowa regardless of any applicable principles of conflict of laws. This letter will be binding upon the undersigned and Xxxxx and their respective successors and assigns. This letter is the complete agreement between the undersigned and Newco concerning the subject matter hereof. If the Agreement is terminated in accordance with its terms prior to the Closing Date, then the legal effect of this letter will thereupon automatically terminate. Execution of this letter shall not be construed as an admission on my part of “affiliate” status nor as a waiver of any rights that I may have to object to any claim that I am an “affiliate” on or after the date of this letter. Very truly yours, Name: Agreed to and accepted as of the date first written above: REG Newco, Inc. By: Name: Title:

Newco Preferred Stock shall bear the meaning ascribed to it in Section 2.1(b);

Newco Preferred Stock means any preferred stock of Newco issued as set forth in the Separation Agreement.