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Common use of Fractional Interests Clause in Contracts

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 4 contracts

Samples: Indenture (Arris Group Inc), Indenture (May & Speh Inc), Indenture (Data Processing Resources Corp)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of SecuritiesNotes. If more than one Security Note shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities Notes so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security Note or SecuritiesNotes, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq Stock Market's National Market (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq Stock Market's National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 3 contracts

Samples: Indenture (Fine Host Corp), Indenture (Cellular Communications International Inc), Indenture (Cellular Communications International Inc)

Fractional Interests. No fractions of CytoDyn shall not issue any fractional shares or scrip script representing fractions fractional shares upon the exercise or exchange of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If this Warrant A. With respect to any fraction of a share resulting from the exercise or exchange hereof, CytoDyn shall pay to the Holder an amount in cash equal to such fraction multiplied by the current fair market value per share of Common Stock, determined as follows: (a) If the Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange or is listed on the conversion National Association of any Security or SecuritiesSecurities Dealers Automated Quotation System (“NASDAQ”), the Company current fair market value shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of be the last reported sale price of the Common Stock as reported on such exchange or NASDAQ on the Nasdaq National Market (or if not listed for trading thereon, then on last business day prior to the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close date of business on the Date exercise of Conversion this Warrant A or if no such sale takes place is made on such day, the last sale price for such day shall be the average mean of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day exchange or NASDAQ; (b) If the Common Stock is not so listed or admitted to unlisted trading privileges or quoted by any such organizationon NASDAQ, the current fair market value shall be the mean of such the last bid and asked prices reported on the last business day prior to the date of the exercise of this Warrant A (i) by NASDAQ, or (ii) if reports are unavailable under clause (i) above, by the National Quotation Bureau Incorporated; or (c) If the Common Stock on such dayis not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, as reasonably the current fair market value shall be an amount, not less than book value, determined in such reasonable manner as may be prescribed by CytoDyn in good faith by the Board of Directors of the Company, shall be usedfaith.

Appears in 2 contracts

Samples: Common Stock Warrant Agreement (Cytodyn Inc), Common Stock Warrant Agreement (Naydenov Jordan G)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Convertible Securities. If more than one Convertible Security of the same series shall be surrendered for conversion conversion, in whole or in part, at one time by the same holderHolder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Convertible Securities (or specified portions thereof) to be converted, so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.34.03, be issuable on the conversion of any Convertible Security or SecuritiesSecurities (or specified portions thereof), the Company shall make payment in lieu thereof in an amount of Cash cash equal to the value same fraction of the market price per share of Common Stock. For such fraction computed purposes the market price per share of Common Stock shall be determined on the basis of the last sale price of the one share of Common Stock regular way on the most recent Trading Day prior to the Conversion Date or, if no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way on such day, in either case (i) as reported on the Nasdaq National Market American Stock exchange, or (or ii) if on such Trading Day the Common Stock is not listed for or admitted to trading thereonon such exchange, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading, or (iii) at the close of business if not listed or admitted to trading on the Date of Conversion or if no such sale takes place any national securities exchange on such dayTrading Day, then as reported through the last sale price for National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iv) if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on such day shall be National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices regular way on in the Nasdaq National Market over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose, or (or v) if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organizationorganization on such Trading Day, the fair value of such Common Stock on such dayTrading Day, as reasonably determined in good faith by the Board of Directors Directors. The term "Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on any of the Company, shall be usedabove mentioned exchanges or in such markets.

Appears in 2 contracts

Samples: Senior Debt Indenture (Hasbro Inc), Senior Debt Indenture (Hasbro Inc)

Fractional Interests. No This CEI may be exercised only for a whole number of shares of Common Stock, other than any fraction of a share of Common Stock which would result upon this CEI being exercised in full; provided, however that the Company is not required to issue fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed Common Stock on the basis exercise in full of the aggregate principal amount of the Securities so surrenderedthis CEI. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.32.5, be issuable on upon the conversion exercise in full of any Security or Securitiesthis CEI, the Company shall make payment may (in lieu thereof in of issuing such fractional share) either (A) purchase such fraction for an amount of Cash in cash equal to the current value of such fraction fraction, computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market (or i) if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business unlisted trading privileges on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq NASDAQ National Market (System or if not listed for trading thereonany securities exchange, on the principal national securities exchange or on basis of the principal automated quotation system on which last reported sale price of the Common Stock is on such exchange on the last business day prior to the date of exercise upon which such a sale shall have been effected (or, if the Common Stock shall be listed or admitted to trading) unlisted trading privileges on more than one such exchange, on the basis of such price on the exchange designated from time to time for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith purpose by the Board of Directors of the Company) or (ii) if the Common Stock is not so listed or admitted to unlisted trading privileges, shall on the basis of the last bid price, or if there is no reported last bid, the average of the bid prices, for the Common Stock on the last business day prior to the date of exercise, as reported by the National Association of Securities Dealers Automated Quotation System or any successor thereto, or, if such computations cannot be usedmade as aforesaid, as the Board of Directors of the Company may in good faith determine or (B) issue a number of whole shares determined by rounding up to the nearest whole share.

Appears in 2 contracts

Samples: Option Exercise and Lending Commitment Agreement (Nextel Communications Inc), Contingent Equity Instrument (Nextel Communications Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 2 contracts

Samples: Indenture (Tower Automotive Inc), Indenture (United States Filter Corp)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of SecuritiesDebentures. If more than one Security Debenture shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities Debentures so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security Debenture or SecuritiesDebentures, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq NASDAQ National Market System (or if not listed for admitted to trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at on the close of business on last Trading Day prior to the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq NASDAQ National Market System (or if not listed for admitted to trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 2 contracts

Samples: Indenture (Pride Petroleum Services Inc), Indenture (Pride Petroleum Services Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holderHolder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.312.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system market on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 2 contracts

Samples: Indenture (Platinum Technology Inc), Indenture (Platinum Technology Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last 77 sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Date of Conversion, the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Total Renal Care Holdings Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securitiesany Note. If more than one Security Note shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities Notes so surrendered. If any fraction of a share of New Common Stock would, except for the foregoing provisions of this Section 13.39.3, be issuable on the conversion of any Security Note or SecuritiesNotes, the Company The Issuer shall make payment in lieu thereof in an amount of Cash cash equal to the value of such fraction computed on the basis of the last sale price of the New Common Stock as reported on the Nasdaq National Market NASDAQ (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the New Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market NASDAQ (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the New Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as price, the "Last Sale Price"). If on such Trading Day the New Common Stock is not quoted by any such organization, the fair value of such Common Stock closing price on such day, as reasonably determined in good faith by the Board of Directors of the Company, prior Trading Day shall be used.

Appears in 1 contract

Samples: Indenture (Bradlees Stores Inc)

Fractional Interests. No fractions of shares or scrip -------------------- representing fractions of shares shall be issued upon conversion of Securitiesany Note. If more than one Security Note shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities Notes so surrendered. If any fraction of a share of New Common Stock would, except for the foregoing provisions of this Section 13.39.3, be issuable on the conversion of any Security Note or SecuritiesNotes, the Company The Issuer shall make payment in lieu thereof in an amount of Cash cash equal to the value of such fraction computed on the basis of the last sale price of the New Common Stock as reported on the Nasdaq National Market NASDAQ (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the New Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market NASDAQ (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the New Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as price, the "Last Sale Price"). If on such Trading Day the New Common Stock is not quoted by any such organization, the fair value of such Common Stock closing price on such day, as reasonably determined in good faith by the Board of Directors of the Company, prior Trading Day shall be used.

Appears in 1 contract

Samples: Indenture (New Horizons of Yonkers Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the 62 70 value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Smartalk Teleservices Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of SecuritiesNew Notes. If more than one Security New Note shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities New Notes so surrendered. If any fraction of a share of New Common Stock would, except for the foregoing provisions of this Section 13.31.03, be issuable on the conversion of any Security New Note or SecuritiesNew Notes, the Company Reorganized BSI shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the New Common Stock as reported on the Nasdaq National Market NASDAQ (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the New Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market NASDAQ (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the New Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the New Common Stock is not quoted by any such organization, the fair value of such Common Stock closing price on such day, as reasonably determined in good faith by the Board of Directors of the Company, prior Trading Day shall be used.

Appears in 1 contract

Samples: Tax Note (Bradlees Stores Inc)

Fractional Interests. No The Company shall not be required to issue fractions of shares or scrip representing fractions of shares shall be issued upon conversion Common Stock on the exercise of SecuritiesWarrants. If more than one Security Warrant shall be surrendered presented for conversion exercise in full at one the same time by the same holderWarrant Holder, the number of full shares Warrant Shares which shall be issuable upon conversion the exercise thereof shall be computed on the basis of the aggregate principal amount number of Warrant Shares purchasable on exercise of the Securities Warrants so surrenderedpresented. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.312, be issuable on the conversion exercise of any Security Warrant (or Securitiesspecified portions thereof), the Company shall make payment in lieu thereof in purchase such fraction for an amount of Cash in cash equal to the value same fraction of such fraction computed the current market price per share of Common Stock on the basis date of exercise which price shall be the last sale price of the Common Stock as reported on the Nasdaq National Market (price, or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if in case no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock of the Company is listed traded, or admitted to tradingif not traded on any national exchange, then the average of the closing bid and asked prices as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") for such day (any such last sale price being hereinafter referred to or as reported by the "Last Sale Price")National Quotation Bureau, Inc., or similar reporting organization. If on such Trading Day the Common Stock is not then listed or admitted to trading on any United States national securities exchange and if no closing bid and asked prices thereof are so quoted or published in the over-the-counter market, market price shall mean the higher of (x) the book value per share of Common Stock, as determined on a fully diluted basis in accordance with generally accepted accounting principles by a firm of independent public accountants of recognized standing (which may be its regular auditors) selected by the Board of Directors of the Company as of the last day of any such organization, month ending within 60 days preceding the date as of which the determination is to be made or (y) the fair value per share of such Common Stock on such dayStock, as reasonably determined on a fully diluted basis in good faith by an investment banking firm (as selected by the Board of Directors of the Company), shall as of a date which is 15 days preceding the date as of which the determination is to be usedmade.

Appears in 1 contract

Samples: Warrant Agreement (Paper Warehouse Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Oak Industries Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.312.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed -55- 63 or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Parker Drilling Co /De/)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Convertible Securities. If more than one Convertible Security shall be surrendered for conversion at one time by the same holderHolder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Convertible Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.34.03, be issuable on the conversion of any Convertible Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash cash equal to the value of such fraction computed on the basis of the last sale price of the one share of Common Stock regular way on the most recent Trading Day prior to the Date of Conversion or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way on such day, in either case (i) as reported on the Nasdaq National Market American Stock Exchange, or (or ii) if on such Trading Day the Common Stock is not listed for or admitted to trading thereonon such exchange, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading, or (iii) at the close of business if not listed or admitted to trading on the Date of Conversion or if no such sale takes place any national securities exchange on such dayTrading Day, then as reported through the last sale price for National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iv) if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on such day shall be National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices regular way on in the Nasdaq National Market over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose or (or v) if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organizationorganization on such Trading Day, the fair value of such Common Stock on such dayTrading Day, as reasonably determined in good faith by the Board of Directors Directors. The term "Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on any of the Company, shall be usedabove mentioned exchanges or in such markets.

Appears in 1 contract

Samples: Subordinated Debt Indenture (Hasbro Inc)

Fractional Interests. No fractions The Company shall not be required to issue fractional Warrant Shares on the exercise of shares or scrip representing fractions of shares shall be issued upon conversion of SecuritiesWarrants. If more than one Security Warrant shall be surrendered presented for conversion exercise in full at one the same time by the same holderHolder, the number of full shares which Warrant Shares that shall be issuable upon conversion the exercise thereof shall be computed on the basis of the aggregate principal amount number of Warrant Shares purchasable on exercise of the Securities Warrants so surrenderedpresented. If any fraction of a share of Common Stock Warrant Share would, except for after giving effect to the foregoing provisions of this Section 13.38, be issuable on the conversion exercise of any Security Warrant (or Securitiesspecified portion thereof), the Company shall make payment shall, in lieu thereof in of issuance of such fraction of a Warrant Share, calculate and pay an amount of Cash in cash equal to the value of such fraction computed closing price per Warrant Share on the basis trading day immediately preceding the date of exercise of the Warrant multiplied by such fraction. The closing price shall be the last reported sales price regular way or, in case no such sale price takes place on such day, the average of the Common Stock as reported on the Nasdaq National Market (or if not listed for trading thereonclosing bid and asked prices regular way, then in either case on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at , or, if not listed or admitted to trading on any national securities exchange, on NASDAQ National Market System or, if the close of business Common Stock is not listed or admitted to trading on the Date of Conversion any national securities exchange or if no such sale takes place quoted on such dayNASDAQ National Market System, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted furnished by any such organization, the fair value of such Common New York Stock on such day, as reasonably determined in good faith Exchange member firm selected from time to time by the Board of Directors of the Company for such purpose or if no such prices are available, the fair market value of the Common Stock as determined by good faith action of the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Warrant Agreement (Forest Oil Corp)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holderHolder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.312.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system market on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system market on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Platinum Technology Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holderHolder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3Section, be issuable on the conversion of any Security or Securities, the Company Issuer shall make payment in lieu thereof in an amount of Cash Dollars equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market Composite Tape for New York Stock Exchange - Listed Stocks (or if not listed for or admitted to trading thereonon such Exchange, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading, or, if not listed or admitted to trading on any national securities exchange, then as reported by the National Association of Securities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer reporting information) at on the close of business on last trading day prior to the Date of Conversion or or, if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for or admitted to trading thereonon such Exchange, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the highest bid and lowest asked prices as reported by the National Association of Securities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer reporting information) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day trading day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the CompanyDirectors, shall be used. For the purpose of this Section 14.03, the term "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on such exchange or in such market.

Appears in 1 contract

Samples: Indenture (Texas Instruments Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion Conversion, or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices (regular way way) on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Concentra Managed Care Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount (or specified portion thereof) of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Date of Conversion, the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (General Semiconductor Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market American Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market American Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Halter Marine Group Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Convertible Securities. If more than one Convertible Security of the same series shall be surrendered for conversion conversion, in whole or in part, at one time by the same holderHolder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Convertible Securities (or specified portions thereof) to be converted, so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.34.03, be issuable on the conversion of any Convertible Security or SecuritiesSecurities (or specified portions thereof), the Company shall make payment in lieu thereof in an amount of Cash cash equal to the value same fraction of the market price per share of Common Stock. For such fraction computed purposes the market price per share of Common Stock shall be determined on the basis of the last sale price of the one share of Common Stock regular way on the most recent Trading Day prior to the Conversion Date or, if no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way on such day, in either case (i) as reported on the Nasdaq National Market American Stock exchange, or (or ii) if on such Trading Day the Common Stock is not listed for or admitted to trading thereonon such exchange, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading, or (iii) at the close of business if not listed or admitted to trading on the Date of Conversion or if no such sale takes place any national securities exchange on such dayTrading Day, then as reported through the last sale price for National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iv) if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on such day shall be National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices regular way on in the Nasdaq National Market over-the- counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose, or (or v) if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organizationorganization on such Trading Day, the fair value of such Common Stock on such dayTrading Day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.Directors. The term "

Appears in 1 contract

Samples: Senior Debt Indenture (Hasbro Inc)

Fractional Interests. No fractions of shares of Common Stock or scrip representing fractions of shares of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Date of Conversion, the Common --------------- Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Purchase Agreement (Apollo Investment Fund Iv Lp)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Convertible Securities. If more than one Convertible Security of the same series shall be surrendered for conversion conversion, in whole or in part, at one time by the same holderHolder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Convertible Securities (or specified portions thereof) to be converted, so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.34.03, be issuable on the conversion of any Convertible Security or SecuritiesSecurities (or specified portions thereof), the Company shall make payment in lieu thereof in an amount of Cash cash equal to the value same fraction of the market price per share of Common Stock. For such fraction computed purposes the market price per share of Common Stock shall be determined on the basis of the last sale price of the one share of Common Stock regular way on the most recent Trading Day prior to the Conversion Date or, if no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way on such day, in either case (i) as reported on the Nasdaq National Market American Stock exchange, or (or ii) if on such Trading Day the Common Stock is not listed for or admitted to trading thereonon such exchange, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading, or (iii) at the close of business if not listed or admitted to trading on the Date of Conversion or if no such sale takes place any national securities exchange on such dayTrading Day, then as reported through the last sale price for National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iv) if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on such day shall be National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices regular way on in the Nasdaq National Market over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose, or (or v) if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organizationorganization on such Trading Day, the fair value of such Common Stock on such dayTrading Day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.Directors. The term "

Appears in 1 contract

Samples: Senior Debt Indenture (Hasbro Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.312.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Petsmart Inc)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.312.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices regular way on the Nasdaq National Market New York Stock Exchange (or if not listed for trading thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (United States Filter Corp)

Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the foregoing provisions of this Section 13.312.3, be issuable on the conversion of any Security or Securities, the Company shall make payment in lieu thereof in an amount of Cash equal to the value of such fraction computed on the basis of the last sale price of the Common Stock as reported on the Nasdaq National Market (or if not listed for trading quoted thereon, then on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) at the close of business on the Date of Conversion Conversion, or if no such sale takes place on such day, the last sale price for such day shall be the average of the closing bid and asked prices (regular way way) on the Nasdaq National Market (or if not listed for trading quoted thereon, on the principal national securities exchange or on the principal automated quotation system on which the Common Stock is listed or admitted to trading) for such day (any such last sale price being hereinafter referred to as the "Last Sale Price"). If on such Trading Day the Common Stock is not quoted by any such organization, the fair value of such Common Stock on such day, as reasonably determined in good faith by the Board of Directors of the Company, shall be used.

Appears in 1 contract

Samples: Indenture (Getty Images Inc)