Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Conversion of Common Stock of Merger Sub. Each issued and outstanding share of common stock, no par value per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. ARTICLE II
Conversion of Common Stock of Merger Sub. Each share of Merger Sub's common stock issued and outstanding immediately prior to the Effective Time shall be converted into and become that certain number of fully paid and nonassessable (except as set forth in Section 180.0622 of Wisconsin Law as judicially interpreted) shares of Common Stock, par value $0.01, of the Surviving Corporation (the "Surviving Corporation Common Stock") equal to the Conversion Number (as herein defined) upon the surrender of the certificates previously representing such share(s) of Merger Sub's common stock. For purposes of this Agreement, the "Conversion Number" shall equal the sum of (i) the number of Contributed Company Common Shares (as such term is defined in the Contribution Agreement) plus (ii) (x) the amount of Saw Mill Contributed Cash (as such term is defined in the Contribution Agreement) plus 100 divided by (y) the per share Merger Consideration.
Conversion of Common Stock of Merger Sub. At and after the Effective Time, each share of common stock of Merger Sub that was issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
Conversion of Common Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each share of common stock, $0.001 par value of Merger Sub (the "Merger Sub Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Surviving Company Stock, with the same rights, powers and privileges of the shares so converted. From and after the Effective Time, all certificates representing Merger Sub Stock shall be deemed for all purposes to represent the number of shares of Surviving Company Stock into which they were converted in accordance with the immediately preceding sentence.
Conversion of Common Stock of Merger Sub. In the event the Alternative Merger is consummated, at the Effective Time, without any action on the part of the holder thereof, each share of common stock of Merger Sub that is issued and outstanding immediately prior the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Conversion of Common Stock of Merger Sub. At the Effective Time, by virtue of the Mergers and without any action on the part of any Person, each share of common stock of each of C Merger Sub and S Merger Sub issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall forthwith cease to exist and be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving C Corporation and the Surviving S Corporation, respectively.
Conversion of Common Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall, without any action on the part of EZConnect, forthwith cease to exist and be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Conversion of Common Stock of Merger Sub. Each share of common stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one share of common stock of the Surviving Corporation. The Surviving Corporation shall be recapitalized effective as of the Effective Time to implement the Dual Voting Structure. The voting shares issuable by the Surviving Corporation shall be held by Parent, and the non-voting shares issuable by the Surviving Corporation shall be held by equity providers.
