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.
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Samples: Proxy Statement (Jason Inc), Proxy Statement (Jason Inc), Proxy Statement (Jason Inc)