Common use of Manner and Basis of Converting and Exchanging Capital Stock Clause in Contracts

Manner and Basis of Converting and Exchanging Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of GFL, Parent or Acquisition Co. or the holders of any outstanding shares of capital stock or other securities of GFL, Parent or Acquisition Co: (a) GFL Common Stock. All of the shares of GFL Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted or exchanged into the right to receive (i) an aggregate number of shares of Parent Common Stock equal to $1,700,000 divided by the lesser of (i) 90% of the IPO Price and (ii) the lowest price ascribed to such shares issues prior to the IPO, and (ii) $450,000, in each case to be issued pro rata to the holders of GFL Common Stock (collectively, the “Merger Consideration”).