Common use of Class A Preferred Stock Clause in Contracts

Class A Preferred Stock. Each share of GoSolutions Class A Preferred Stock issued and outstanding immediately prior to the Effective Time, other than shares, if any, for which appraisal rights have been or will be perfected in compliance with applicable law, and except for shares cancelled pursuant to Section 1.6(g) hereof, will by virtue of the Merger and at the Effective Time, and without further action on the part of any holder thereof, be converted into the right to receive (i) that number of fully paid and nonassessable shares of VEDO Common Stock which is equal to the quotient of 44,332,230 divided by the GoSolutions Fully Diluted Preferred Shares (as defined below), (ii) that number of Escrow Shares (as provided for herein and as defined below) which is equal to the quotient of the number of Escrow Shares released pursuant to the terms of the Escrow Agreement divided by the GoSolutions Fully Diluted Preferred Shares, and (iii) that number of Penalty Shares, if any, which is equal to the quotient of the number of Penalty Shares issued pursuant to Section 1.11 divided by the GoSolutions Fully Diluted Preferred Shares.

Appears in 2 contracts

Sources: Merger Agreement (Villageedocs Inc), Agreement and Plan of Reorganization (Villageedocs Inc)