Fractional ADSs. Notwithstanding anything in this Agreement to the contrary, no fractional Parent ADSs shall be issued in the First Merger. Each holder of shares of Company Common Stock who would otherwise have been entitled to receive as a result of the First Merger a fraction of a Parent ADS (after aggregating all shares represented by the Certificates and Uncertificated Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount (rounded down to the nearest cent) representing such holder’s proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of fractional Parent ADSs that would otherwise be issued.
Fractional ADSs. (a) Notwithstanding any other provision of this Agreement, no fractional ADSs (or fractional shares of the underlying Parent Ordinary Shares) will be issued upon the conversion of shares of Company Common Stock pursuant to Section 2.1. All fractional ADSs that a holder of Eligible Shares would be otherwise entitled to receive pursuant to Section 2.1 shall be aggregated and rounded up to three decimal places. Any holder of Eligible Shares otherwise entitled to receive a fractional ADS but for this Section 3.5 shall be entitled to receive a cash payment, in U.S. Dollars, without interest, in lieu of any fractional share, which payment shall be calculated by the Exchange Agent and shall be equal to such holder’s proportionate interest the net proceeds from the sale by the Exchange Agent in one or more transactions of the aggregate of the fractional ADSs which would otherwise have been issued under this Article II (the “Excess ADSs”). The sale of the Excess ADSs shall be (A) executed on NASDAQ and (B) shall be executed in round lots to the extent practicable and otherwise, and made at such times, in such manner and on such terms as the Exchange Agent shall determine in its reasonable discretion. Until the net proceeds of such sale or sales have been distributed to the holders of Eligible Shares in accordance with this Section 3.5(a), the Exchange Agent shall hold the net proceeds in trust for those holders. All commissions, fees, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with the sale of the Excess ADSs shall be paid by Parent and the Surviving Corporation. As soon as practicable after the determination of the amount of cash to be paid to holders of Eligible Shares in lieu of fractional ADSs, the Exchange Agent shall make that amount available to those holders, without interest. The Exchange Agent shall determine the portion of the net proceeds to which each holder of Eligible Shares shall be entitled by multiplying the aggregate amount of the net proceeds by a fraction of which (1) the numerator is the amount of the fractional ADS interest to which such holder of Eligible Shares is entitled (after taking into account all Certificates and Book Entry Shares delivered by such holder) and (2) the denominator is the aggregate amount of fractional ADS interest to which all holders of Eligible Shares are entitled.
(b) No holder of Eligible Shares shall be entitled b...
Fractional ADSs. Notwithstanding anything in this Agreement to the contrary, no fractional Parent ADSs shall be issued in the Merger. Each holder of shares of Company Common Stock who would otherwise have been entitled to receive as a result of the Merger a fraction of a Parent ADS (after aggregating all shares represented by the Certificates and Uncertificated Shares delivered by such holder) shall receive, in lieu thereof, in the aggregate that number of whole Parent ADSs resulting from the application of the Exchange Ratio as described in Section 2.03 or Section 2.06 as is rounded to the nearest whole Parent ADS, with no cash being paid for any fractional Parent ADSs eliminated by such rounding.
Fractional ADSs. The Company shall not be required to issue any fractional ADSs pursuant to the Award Agreement. The Committee may provide for the elimination of fractions or for the settlement thereof in cash.
Fractional ADSs. Notwithstanding the foregoing, the Company or the Guarantor shall not deliver fractional ADSs upon exchange or redemption of the Notes. Instead, the Company, failing whom the Guarantor, shall, in lieu of delivering such fraction of an ADS, pay an amount of cash equal to the product of such fraction of an ADS and the Last Reported Sale Price on the relevant Exchange Date, or if such Exchange Date is not a Trading Day, the immediately preceding Trading Day. The Company shall calculate the whole number of ADSs and the amount of any fractional ADS due upon exchange of a Note based on the entire principal amount of such Note that is exchanged.
Fractional ADSs. Notwithstanding any other provision of this Agreement, no fraction of an ADS will be issued and any holder of Shares entitled to receive a fraction of an ADS but for this Section 3.4.(f) shall be entitled to receive a cash payment in lieu thereof, which payment shall equal the amount determined by multiplying (i) the fraction of an ADS to which such holder would otherwise be entitled by (ii) the average closing price of an ADS as reported on the New York Stock Exchange for the five most recent days that the ADSs have traded ending on the last full trading day prior to the Effective Time. The fractional share interests of each holder of Shares shall be aggregated, so that no such holder shall receive cash in an amount equal to or greater than the value of the ADSs.
Fractional ADSs. The Company will not issue fractional ADSs upon conversion of Notes. In lieu of any fractional ADSs, the Company will pay on the third Business Day immediately following the Conversion Date an amount in cash equal to the Last Reported Sale Price of the ADS on the relevant Conversion Date (of, if such Conversion Date is not on a Trading Day, the next following Trading Day) multiplied by such fractional ADS and rounding the product to the nearest whole cent.
Fractional ADSs. Remaining fractions of ADS shall not be delivered and will not be compensated.
Fractional ADSs. 6 2.04 Closing..................................................................................................7 2.05
Fractional ADSs. Notwithstanding anything to the contrary contained herein, no fractional Parents ADSs will be issued by virtue of this Agreement or the Transactions.
