Examples of Surviving Corporation Class B Common Stock in a sentence
All shares of Surviving Corporation Class A Common Stock and Surviving Corporation Class B Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable.
The Purchaser understands that the Shares and the shares of Surviving Corporation Class B Common Stock (and, after the conversion following the Merger, Surviving Corporation Common Stock) have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
As a result of the Merger, each share of common stock, $.10 par value per share, of Lennar ("Lennar Common Stock") will be converted into one share of Surviving Corporation Common Stock and each share of Class B common stock, $.10 par value per share, of Lennar ("Lennar Class B Common Stock") will be converted into one share of the Class B common stock of the Surviving Corporation ("Surviving Corporation Class B Common Stock").
The Purchaser is acquiring the Shares and the shares of Surviving Corporation Class B Common Stock (and, after the conversion following the Merger, Surviving Corporation Common Stock) for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof.
Each share of the Class B Common Stock, $0.01 par value per share, of Purchaser, issued and outstanding immediately prior to the Effective Time, shall at the Effective Time, by virtue of the Merger and without any action on the part of the Investors or any other Person, be converted into one fully paid and nonassessable share of Surviving Corporation Class B Common Stock.
No gain or loss will be recognized by the stockholders of Lennar upon the receipt of shares of Surviving Corporation Common Stock or Surviving Corporation Class B Common Stock solely in exchange for their shares of Lennar Common Stock or Lennar Class B Common Stock.
No certificates or scrip or shares representing fractional shares of Surviving Corporation Class A Common Stock or Surviving Corporation Class B Common Stock shall be issued upon the exchange of Company Equity Securities or Blocker Securities and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Pace or a holder of shares of Surviving Corporation Class A Common Stock or Surviving Corporation Class B Common Stock.
Fractional shares of the Surviving Corporation Class B Common ----- Stock issued pursuant to this Section 2.1(a) shall be rounded to the nearest one-one thousandth (.001) of a share of Surviving Corporation Class B Common Stock.
Except for the Letter Agreement and the Stockholders Agreement, Pace is not a party to any voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of shares of Surviving Corporation Class A Common Stock and Surviving Corporation Class B Common Stock or any of the Equity Interests or other securities of Pace or any of its subsidiaries.
The shares of Surviving Corporation Common Stock and Surviving Corporation Class B Common Stock to be issued in the Merger shall, upon issuance, be validly issued, fully paid, nonassessable and free and clear of all security interests, liens, claims, pledges, agreements, limitations in the holder's voting rights, charges or other encumbrances of any nature whatsoever (in each case to which the Surviving Corporation is a party).