PCXCQ= YIKES!! = Section 5.3 Authorization of New Common Stock
On the Effective Date, the New Certificate of Incorporation shall have provided for [•]shares of authorized New Common Stock, and Reorganized Patriot Coal shall issue or reserve for issuance a sufficient number of shares of New Common Stock to effectuate the issuances of New Common Stock contemplated by the Plan. The shares of New Common Stock issued in connection with the Plan, including in connection with the consummation of the Rights Offering,the Backstop Commitment Agreement, or upon exercise of the options or other equity awards issued pursuant to the New Equity Plan, shall be authorized without the need for further
corporate action or without any further action by any Person, and once issued, shall be duly authorized, validly issued, fully paid and non-assessable. Any share of New Common Stock issued to a creditor of any Subsidiary Debtor shall be treated as (a) a contribution of cash by Reorganized Patriot Coal to the applicable Debtor in the amount equal to the fair market value of such New Common Stock, followed by (b) the issuance of New Common Stock by Reorganized Patriot Coal to the applicable Debtor in return for such cash, followed by (c) the transfer of the New Common Stock by the applicable Debtor to the applicable creditors.
Section 5.4 Cancellation of Existing Securities and Related Agreements
On the Effective Date, all rights of any holder of Claims against, or Interests in, the Debtors, including options or warrants to purchase Interests, obligating the Debtors to issue,transfer or sell Interests or any other capital stock of the Debtors, including the Indentures, shall be cancelled.