Contribution to Parent. (i) As of immediately prior to the Closing, Saw Mill hereby contributes (the "Saw Mill Contribution") to the capital of Parent, and Parent hereby accepts as a contribution, a combination, as determined by Saw Mill, of (a) cash (the "Saw Mill Contributed Cash") and (b) shares of Calendar Common Stock (the "Saw Mill Contributed Calendar Common Shares") having an aggregate value (based on the per share Merger Consideration) together with the Saw Mill Contributed Cash of $35,099,900. In exchange for the Saw Mill Contribution, Parent hereby issues to Saw Mill 10,028,542.86 shares of Parent Common Stock. (ii) As of immediately prior to the Closing, Chairman hereby contributes (the "Chairman Contribution") to the capital of Parent, and Parent hereby accepts, 1,511,506 shares of Calendar Common Stock (the "Chairman Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.213 per share of Calendar Common Stock) of $15,437,500. In exchange for the Chairman Contribution, Parent hereby issues to Chairman 4,410,714.29 shares of Parent Common Stock. (iii) As of immediately prior to the Closing, Chief Executive Officer hereby contributes (the "CEO Contribution") to the capital of Parent, and Parent hereby accepts, 925,755 shares of Calendar Common Stock (the "CEO Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.005 per share of Calendar Common Stock) of $9,262,500. In exchange for the CEO Contribution, Parent hereby issues to CEO 2,646,428.57 shares of Parent Common Stock.
Appears in 1 contract
Sources: Contribution Agreement (Jason Inc)
Contribution to Parent. (i) As of immediately prior to the Closing, Saw Mill hereby contributes (the "Saw Mill Contribution") to the capital of Parent, and Parent hereby accepts accepts, as a contribution, a combination, as determined by Saw Mill, of (a) cash (the "Saw Mill Contributed Cash") and (b) shares of Calendar Common Stock (the "Saw Mill Contributed Calendar Common Shares") having an aggregate value (based on the per share Merger Consideration) together with the Saw Mill Contributed Cash of $35,099,90036,999,900. In exchange for the Saw Mill Contribution, Parent hereby issues to Saw Mill 10,028,542.86 3,699,990 shares of Parent Common Stock.
(ii) As of immediately prior to the Closing, Chairman hereby contributes (the "Chairman Contribution") to the capital of Parent, and Parent hereby accepts, 1,511,506 1,583,728 shares of Calendar Common Stock (the "Chairman Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.213 10.261 per share of Calendar Common Stock) of $15,437,500. In exchange 16,250,000.▇▇ ▇▇▇hange for the Chairman Contribution, Parent hereby issues to Chairman 4,410,714.29 1,625,000 shares of Parent Common Stock.
(iii) As of immediately prior to the Closing, Chief Executive Officer hereby contributes (the "CEO Contribution") to the capital of Parent, and Parent hereby accepts, 925,755 969,089 shares of Calendar Common Stock (the "CEO Contributed Calendar Common Shares") having an aggregate value (based on a value of $10.005 10.061 per share of Calendar Common Stock) of $9,262,5009,750,000. In exchange for the CEO Contribution, Parent hereby issues to CEO 2,646,428.57 975,000 shares of Parent Common Stock.
Appears in 1 contract
Sources: Contribution Agreement (Jason Inc)