Newco Stock. At the Effective Time, each share of the common stock of NEWCO outstanding immediately prior to the Effective Time shall remain outstanding and shall continue as one share of common stock of the Surviving Corporation, and each certificate theretofore representing any such shares shall, without any action on the part of the holder thereof, be deemed to represent the same number of shares of the Surviving Corporation.
Newco Stock. At the Effective Time, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully- paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger.
Newco Stock. 3 2.2 Conversion of Company Common Stock .............................................. 3 2.3
Newco Stock. Unless the Share Exchange Agreement has been terminated by the Taylor Family pursuant to Section 13(d) of the Share Exchange Agreemxxx, XCG shall indemnify and hold harmless CTFG against all costs and liabilities related to (a) the offer and sale of New Bank Securities or Newco Stock, including but not limited to all underwriting, accounting, legal, printing, filing fee and other expenses of such offer(s) and sale(s) and any liabilities for misstatements or omissions in the offering documents related thereto or any part thereof and (b) the preparation, filing, amendment and withdrawal of the Common Registration Statement.
Newco Stock. Unless the Share Exchange Agreement has been terminated by the Taylxx Xxxily pursuant to Section 13(d) of the Share Exchange Agreement, TCG shall indemnify and hold harmless CTFG against all costs and liabilities related to (a) the offer and sale of New Bank Securities or Newco Stock, including but not limited to all underwriting, accounting, legal, printing, filing fee and other expenses of such offer(s) and sale(s) and any liabilities for misstatements or omissions in the offering documents related thereto or any part thereof and (b) the preparation, filing, amendment and withdrawal of the Common Registration Statement.
Newco Stock. 3 2.1 Capitalization of NEWCO...............................................3 2.2 Rights and Obligations of VPI.........................................4 2.3
Newco Stock. Prior to the Pre-Closing Date, the Articles of Incorporation of NEWCO, shall be amended to provide for authorized capital consisting of (i) a class of an unlimited number of voting common shares (all of the issued and outstanding shares of which shall be held by VPI) and (ii) a class of non-voting capital shares ("Dividend Access Shares") having the rights, privileges, restrictions and conditions set forth on Exhibit A of Annex I hereto (the "Dividend Access Share Provisions"). Each share of the Dividend Access Shares shall (x) entitle the holder thereof (the "Holder") to dividend rights equal, after conversion into Canadian dollars
Newco Stock. Newco shall not have engaged in any activity other than the sale of the Newco Stock.
Newco Stock. Each share of common stock, par value $1.00 per share, of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $1.00 per share, of the Surviving Corporation.
Newco Stock. Subject to the provisions of this Agreement, by virtue of the Merger and without any action on the part of the holder thereof, at the Effective Time, each share of Newco Stock will be canceled, and the holder thereof will be entitled to receive $1.00 in cash per share of Newco Stock.
