Newco Common Stock. At and after the First Effective Time, each share of Newco Common Stock issued and outstanding immediately prior to the First Effective Time shall be cancelled and retired and shall resume the status of authorized and unissued shares of Newco Common Stock, and no shares of Newco Common Stock or other securities of Newco shall be issued in respect thereof.
Newco Common Stock. By virtue of the Merger, automatically and without any action on the part of any Person, including without limitation the holder thereof, each share of common stock, par value $.01 per share, of Newco ("NEWCO COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
Newco Common Stock. Each share of Newco common stock issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Newco Common Stock. 1.4(a)............ 0
Newco Common Stock. The Newco Common Stock outstanding immediately prior to the Merger Effective Time issued as contemplated by Section 2.01(a)(ii) shall remain outstanding, without change, after the Merger Effective Time, and no Merger Consideration shall be delivered or deliverable in exchange therefor.
Newco Common Stock. (A) Each share of Newco Common Stock issued and outstanding immediately prior to the Effective Date shall, on and after the Effective Date, be converted into an identical share of JADE Common Stock.
Newco Common Stock. 1.4(a) NLRB...................................................... 4.17 NYSE...................................................... 3.2(e) Option Agreements.........................................
Newco Common Stock. If the Nasdaq Stock Market, Inc. ("NSMI") does not approve the listing of Newco Class A Common Stock, or if the NSMI or SEC commence or threaten to commence an action seeking to delist the Company Common Stock, in each case, as a result of the dual class structure of Newco Common Stock contemplated hereby, all reference to Newco Class A Common Stock, Newco Class B Common Stock and Newco Common Stock contained herein and terms of similar meaning contained in the Transaction Documents or in any Exhibit hereto, including without limitation Exhibit D, shall automatically be deemed to mean one class of common stock, par value $.01 per share, of Newco. In such event, (x) the parties shall negotiate expeditiously and agree in good faith to such changes to this Agreement and the Transaction Documents and Exhibits hereto to enable the parties to achieve the benefits of the dual class structure contemplated hereby, without any material harm to the other benefits intended to be provided hereunder to the parties hereto and (y) if alternative arrangements satisfactory to Parent are not effected prior to or at the Closing, the parties shall amend Exhibit D to provide that if Newco issues any shares of Newco Common Stock or securities convertible into shares of Newco Common Stock (an "Issuance"), Newco shall concurrently offer Parent the right to purchase an amount of Newco Common Stock at its then fair market value to enable Parent to maintain an equity ownership position in Newco equal to the equity ownership position prior to the completion of such issuance (taking into account such issuance and any exercise by Parent of its rights under this clause (y)); provided, that the right contained in this clause (y) will not be made available to Parent upon the issuance of employee stock options approved by the board of directors of Newco or any committee thereof or the issuance of Newco Common Stock upon exercise of such employee stock options.
Newco Common Stock. The Newco Common Stock issued at the Closing pursuant to Sections 2.04 and 3.06(b) hereof is issued in exchange for property and not services rendered, or to be rendered, to or for the benefit of Newco. There is no plan or intention for Newco to redeem, directly or indirectly, any of the shares of Newco Common Stock issued pursuant to this Agreement.
Newco Common Stock. 2.1(a) Non-competition Agreements ..................................................6.2 Permits......................................................................4.9 Proceeding...................................................................4.8
