Common use of Conversion of JIS Capital Stock Clause in Contracts

Conversion of JIS Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Judge, Acquisition, JIS or any holder of any JIS Stock, except as provided in Sections 2.1 (with respect to shares held by Judge) and 2.4 (with respect to shares held by Dissenters), each remaining outstanding JIS Common Share and JIS Series A Preferred Share (and together with JIS Common Shares, "JIS Shares") shall be converted (subject to the provisions set forth in Section 2.3 regarding fractional share interests) as follows: 2.2.1 Each such JIS Common Share shall be converted into that number of Judge Common Shares equal to $2.50 divided by the offering price to the public (the "IPO Offering Price") of Judge Common Shares registered under the Securities Act of 1933, as amended (the "1933 Act"), on a registration statement (the "IPO Registration Statement") on