Common use of Conversion of Chucktaylor Common Stock Clause in Contracts

Conversion of Chucktaylor Common Stock. Subject to Section 1.07, each issued and outstanding share of Chucktaylor Common Stock (other than shares to be canceled in accordance with Section 1.03(b)) will be converted into the right to receive that number of fully paid and nonassessable shares of Victory Common Stock equal to the Exchange Ratio. The shares of Victory Common Stock to be issued upon the conversion of shares of Chucktaylor Common Stock pursuant to this Section 1.03(d) and cash, without interest, in lieu of fractional shares as contemplated by Section 1.07 are referred to collectively as “Merger Consideration.” As of the Effective Time, all such shares of Chucktaylor Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and any holder of a certificate or book-entry shares formerly representing any such shares of Chucktaylor Common Stock will cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate or book-entry share. The issuance of Victory Common Stock in connection with the Merger is referred to as the “Victory Stock Issuance.”

Conversion of Chucktaylor Common Stock. Subject to Section 1.07, each issued and outstanding share of Chucktaylor Common Stock (other than shares to be canceled in accordance with Section 1.03(b)) will be converted into the right to receive that number of fully paid and nonassessable shares of Victory Common Stock equal to the Exchange Ratio. The shares of Victory Common Stock to be issued upon the conversion of shares of Chucktaylor Common Stock pursuant to this Section 1.03(d) and cash, without interest, in lieu of fractional shares as contemplated by Section 1.07 are referred to collectively as “"Merger Consideration.” " As of the Effective Time, all such shares of Chucktaylor Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and any holder of a certificate or book-entry shares formerly representing any such shares of Chucktaylor Common Stock will cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate or book-entry share. The issuance of Victory Common Stock in connection with the Merger is referred to as the “"Victory Stock Issuance.”"