Lightning Metal. Each share of Lightning Metal common stock, no par value per share (the "Lightning Metal Common Stock"), that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger, and without further action on the part of any holder thereof, be automatically converted into the right to receive, and shall be exchangeable for (subject to Sections 1.1(c) and 1.2), (a) at the Effective Time, that number of fully paid and nonassessable Flextronics Ordinary Shares obtained by multiplying each such share of Lightning Metal Common Stock by the Lightning Metal Exchange Ratio (as defined in Section 1.1(b)), and (b) on the first anniversary of the Closing (the "Release Date"), that number of fully paid and nonassessable Flextronics Ordinary Shares obtained by multiplying each share of Lightning Metal Common Stock by the Lightning Metal Hold-Back Exchange Ratio (as defined in Section 1.1(b)).
Lightning Metal. Merger Sub, Coating Merger Sub and Lightning Tool Merger Sub. At the Effective Time, each share of Lightning Metal Merger Sub, Coating Merger Sub and Lightning Tool Merger Sub common stock that is issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of Common Stock of Lightning Metal, Coating and Lightning Tool, respectively, each as a Surviving Corporation (as defined below). Each certificate evidencing ownership of shares of the common stock of Lightning Metal Merger Sub, Coating Merger Sub and Lightning Tool Merger Sub will evidence ownership of such shares of capital stock of Lightning Metal, Coating and Lightning Tool, respectively, each as a Surviving Corporation.
Lightning Metal. Provided the procedures in Sections 15.2(c) and 15.2(e) are followed, Flextronics shall reduce the number of Lightning Metal Hold-Back Shares issuable to the Lightning Metal Shareholders by a number equal to the amount of Damages, if any, set forth in any Notice of Claim or for which Flextronics shall be entitled to indemnification pursuant to any other agreement between Flextronics and the Lightning Metal Shareholders, divided by the closing price of Flextronics Ordinary Shares as quoted on the Nasdaq National Market on the Closing Date (the "Closing Price") to the extent that the amount of such Damages does not exceed the number of Lightning Metal Hold-Back Shares available for such reduction (after giving effect to any previous reduction thereto) multiplied by the Closing Price. In the event of any Claim which the Representative shall, on the Release Date, be disputing pursuant to Section 15.2(c), Flextronics may reduce the number of Lightning Metal Hold-Back Shares to be issued to the Lightning Metal Shareholders on the Release Date by the Estimated Claim Amount (as defined below) with respect thereto. Upon resolution of such dispute Flextronics will issue to the Lightning Metal Shareholders the number of Lightning Metal Hold-Back Shares, if any, that the Lightning Metal Shareholders would have been entitled to had such dispute been resolved prior to the Release Date, but which were not issued to the Lightning Metal Shareholders on the
Lightning Metal. Common Stock 1.1.(a)(i) Lightning Metal Exchange Ratio 1.1.(b)(i)
