Allocation of Aggregate Merger Number; No Fractional Shares Sample Clauses

Allocation of Aggregate Merger Number; No Fractional Shares. The shares of Company Common Stock of each Shareholder issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into the right to receive a number of shares of Allied Common Stock, determined by multiplying the Aggregate Merger Number (as adjusted) by a quotient, the numerator of which is the number of issued and outstanding shares of Company Common Stock held by such Shareholder and the denominator of which is the total issued and outstanding shares of Company Common Stock as set forth on Schedule 3.2 hereof as adjusted for additional shares of the Company Common Stock issued to the Shareholders after the date hereof through the Closing. No fractional shares of Allied Common Stock shall be issued to either Shareholder hereunder. The number of shares to which such holder is entitled shall be rounded to the nearest whole number. (d) Cash Dividends on Allied Common Stock if the Record Date is Before the Closing Date; Adjustments for Capital Changes. If the Closing Date falls after a record date for cash dividends or other payments or distributions on Allied Common Stock, but before the payment date, the Shareholders shall be entitled to be paid such cash dividends or other payments or distributions on Allied Common Stock. The Aggregate Merger Number and the calculations of the Final Per Share Price shall be approximately adjusted to take into account any capital changes in Allied Common Stock, such as stock splits, stock dividends, reorganizations, mergers, or consolidations which are effected between the Trading Day used for the calculation of the Average Closing Price and the Closing Date. (e)

Allocation of Aggregate Merger Number; No Fractional Shares. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into the right to receive a number of shares of AlliedSignal Common Stock, determined by multiplying the Aggregate Merger Number (as adjusted pursuant to Section 2.05(b)) by a fraction, the numerator of which is the number of issued and outstanding shares of Company Common Stock held by such Shareholder immediately prior to the Effective Time and the denominator of which is the total issued and outstanding shares of 13 Company Common Stock as set forth on Schedule 3.02 hereof as adjusted for additional shares of the Company Common Stock issued to the Shareholders after the date hereof through the Closing. No fractional shares of AlliedSignal Common Stock shall be issued to any Shareholder. The number of shares to which such holder is entitled shall be rounded to the nearest whole number. Schedule 2.05 sets forth the allocation schedule for the conversion of Company Common Stock into AlliedSignal Common Stock on the basis of the number of shares of Company Common Stock issued and outstanding on the date hereof.