Capital Stock of Sub. Each share of the capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become a number of fully paid and nonassessable shares of common stock, par value $0.25 per share, of the Surviving Corporation equal to the quotient realized by dividing (i) the sum of (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, (B) the aggregate number of shares of Company Common Stock that are owned by and held in the treasury of the Company immediately prior to the Effective Time and (C) the aggregate number of shares of Company Common Stock issuable, immediately prior to the Effective Time, in respect of all then outstanding Options, by (ii) the aggregate number of shares of capital stock of Sub issued and outstanding immediately prior to the Effective Time.
Appears in 8 contracts
Samples: Merger Agreement (Ply Gem Industries Inc), Merger Agreement (Atrium Corp), Merger Agreement (Nortek Inc)
Capital Stock of Sub. Each share of the capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become a number of fully paid and nonassessable shares of common stock, par value $0.25 0.10 per share, of the Surviving Corporation equal to the quotient realized by dividing (i) the sum of (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, (B) the aggregate number of shares of Company Common Stock that are owned by and held in the treasury of the Company immediately prior to the Effective Time and (C) the aggregate number of shares of Company Common Stock issuable, immediately prior to the Effective Time, in respect of all then outstanding Options, by (ii) the aggregate number of shares of capital stock of Sub issued and outstanding immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (International Home Foods Inc), Merger Agreement (International Home Foods Inc)