No Certificates; Ownership of Reclassified Stock. From and after the Effective Time, (x) for all purposes of determining the record holders of the Class B Common Stock, the holders of Shares as of immediately prior to the Effective Time (but after giving effect to the Share Exchanges) shall be deemed to be holders of the Class B Common Stock and (y) each such holder shall be entitled to receive all dividends and other distributions declared or payable on, and exercise voting rights and all other powers, preferences or other relative, participating, optional or other special rights and privileges with respect to, the Class B Common Stock, in each case until such time, if any, as such persons cease to be such record holders or such shares cease to be outstanding. Certificates which previously represented Shares, as of and following the Effective Time and until such time as shares of Class B Common Stock are no longer outstanding, shall be deemed for all purposes to represent shares of Class B Common Stock, and no new Certificates in respect of such Class B Common Stock shall be delivered to the holders thereof. In accordance with the terms of the Redemption set forth in Article II below and in the Charter Amendment, each such holder shall be entitled to, and upon proper surrender (in accordance with the requirements specified in the letter of transmittal and other instructions provided to such holder following the Effective Time) of the certificate or certificates previously representing the Shares held by such holder shall promptly thereafter receive, the Redemption Consideration.
Appears in 2 contracts
Sources: Agreement and Plan of Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)