Examples of Newco Class B Common Stock in a sentence
Any amounts remaining unclaimed by holders of shares on the day immediately prior to such time as such amounts would otherwise escheat to or become the property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation (or Newco in the case of Newco Common Stock or Newco Class B Common Stock and dividends or distributions with respect thereto) free and clear of any claims or interest of any holder previously entitled thereto.
None of the Surviving Corporation, Newco or the Exchange Agent will be liable to any holder of shares of Company Stock for any shares of Merger Stock or any Newco Common Stock or Newco Class B Common Stock, dividends or distributions with respect thereto or cash payable in lieu of fractional shares delivered to a state abandoned property administrator or other public official pursuant to any applicable abandoned property, escheat or similar law.
At the Closing, Newco shall deliver or cause to be delivered to WP LLC and Bankers Trust certificates representing the Newco Class B Common Stock in the respective amounts determined in accordance with Section 2.5 and registered in the name of WP LLC and Bankers Trust, respectively.
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").
Subject to Section 4.2(e), each share of Class A common stock, par value $.01 per share, of TMCS ("TMCS Class A Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.4464 of a share (the "Class A Exchange Ratio") of Class B common stock, par value $.01 per share, of Newco (the "Newco Class B Common Stock" and together with Newco Common Stock and Newco Convertible Preferred Stock, "Newco Capital Stock").