Common use of Capital Stock of Parent Clause in Contracts

Capital Stock of Parent. After giving effect to the Parent Charter Amendments, (i) no shares of Parent Class L Common Stock or Existing Parent Common Stock will be issued and outstanding prior to the Effective Time (ii) each share of Parent Class A-1 Common Stock issued and outstanding immediately prior to the Effective Time shall, at the election of the holder thereof in accordance with the procedures set forth herein, either (A) remain issued and outstanding and unchanged as a validly issued, fully paid and nonassessable share of Class A-1 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class A-1 Common Stock”) or (B) be converted into one validly issued, fully paid and nonassessable share of Surviving Class N Common Stock, (iii) each share of Parent Class A-2 Common Stock issued and outstanding immediately prior to the Effective Time shall, at the election of the holder thereof in accordance with the procedures set forth herein, either (A) remain issued and outstanding and unchanged as a validly issued, fully paid and nonassessable share of Class A-2 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class A-2 Common Stock”) or (B) be converted into one validly issued fully paid and nonassessable share of Surviving Class N Common Stock and (iv) each share of Parent Class N Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unchanged as a validly issued, fully paid and nonassessable share of Surviving Class N Common Stock.

Appears in 3 contracts

Sources: Merger Agreement (LCE Mexican Holdings, Inc.), Merger Agreement (Marquee Holdings Inc.), Merger Agreement (Amc Entertainment Inc)