Fractional Shares; Adjustments. (a) No certificates for fractional FindWhat Common Shares shall be issued as a result of the conversion provided for in Section 2.1(a) and such fractional share interests will not entitle the owner thereof to vote or have any rights of a holder of FindWhat Common Shares.
Fractional Shares; Adjustments. 2.4.1 No certificates for fractional SYS Common Shares shall be issued as a result of the Acquisition, and such fractional share interests will not entitle the owner thereof to vote or have any rights of a holder of SYS Common Shares.
Fractional Shares; Adjustments. (a) No fractional shares of ------------------------------ Parent Class A Common Stock shall be issued as a result of the conversion provided for in Section 2.1(a). In lieu of any such fractional shares, the holder of a certificate previously evidencing Company Common Stock, upon presentation of such fractional interest represented by an appropriate certificate for Company Common Stock to the Exchange Agent (as defined in Section 2.3) pursuant to Section 2.3, shall be entitled to receive a cash payment therefor in an amount equal to the value (determined with reference to the closing price of a share of Parent Class A Common Stock as quoted on the Nasdaq National Market on the last full trading day immediately prior to the Closing Date) of such fractional interest. Such payment with respect to fractional shares is merely intended to provide a mechanical rounding off of, and is not a separately bargained for, consideration. If more than one certificate representing shares of Company Common Stock shall be surrendered for the account of the same holder, the number of shares of Parent Class A Common Stock for which certificates have been surrendered shall be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. Any payment owed with respect to fractional shares shall be rounded upward to the nearest cent.
Fractional Shares; Adjustments. (a) No certificates representing Fractional Shares shall be issued upon the surrender for exchange of Bergen Common Stock certificates, no dividend or distribution with respect to Bergen Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to any rights of a stockholder of Parent.
Fractional Shares; Adjustments. (a) Notwithstanding any other provision of this Agreement, each holder of Cardiac Common Shares exchanged pursuant to the Cardiac Merger who would otherwise have been entitled to receive a fraction of a Holding Company Common Share (after taking into account all Cardiac Common Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a Holding Company Common Share multiplied by the product of the closing price of a Cardiac Common Share on Nasdaq as of the last trading day immediately preceding the effective time of the Cardiac Merger and the Cardiac Exchange Ratio. No such holder shall be entitled to dividends, voting rights or any other rights as a stockholder in respect of any fractional shares of Holding Company Common Stock. No interest will be paid or accrued on the cash in lieu of fractional Holding Company Common Shares.
Fractional Shares; Adjustments. (a) No certificates or scrip representing fractional Merger Shares shall be issued to former holders of shares of Company Common Stock (the "Former Company Stockholders"), and such Former Company Stockholders shall not be entitled to any voting rights, rights to receive any dividends or distributions or other rights as a stockholder of Omnipoint with respect to any fractional Merger Shares that would otherwise be issued to such Former Company Stockholders. All fractional Merger Shares that a Former Company Stockholder would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional Merger Share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash without interest determined by multiplying the Merger Share Market Value by the - 52 - 58 fraction of a Merger Share to which such holder would otherwise have been entitled (the "Fractional Consideration").
Fractional Shares; Adjustments. (a) No fractional Parent Common Shares shall be issued in the Merger. All fractional Parent Common Shares that a holder of any Company Common Shares would otherwise be entitled to receive as a result of the Merger shall be aggregated. If a fractional Parent Common Share results from such aggregation, the holder shall be entitled to receive, in lieu thereof, a cash amount, without interest, determined by multiplying the closing sale price of a Parent Common Share on the New York Stock Exchange on the trading day immediately preceding the Effective Time by the fraction of a Parent Common Share to which such holder would otherwise have been entitled. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent (as hereinafter defined) shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, subject to and in accordance with the terms of Section 3.3.
Fractional Shares; Adjustments. (a) No certificate or scrip representing fractional FNF Common Shares shall be issued upon the surrender for exchange of ANFI Common Stock, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of FNF. Notwithstanding any other provision of this Agreement, each holder of ANFI Common Shares exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a FNF Common Share (after taking into account all ANFI Common Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a FNF Common Share multiplied by the FNF Common Share Closing Price, which the Board of Directors of FNF has determined to be the fair value of such shares.
Fractional Shares; Adjustments. (a) No fractional shares of Company Common Stock shall be issued as a result of the conversion provided for in Section 3.1(b). In lieu of any such fractional shares, each holder of a fractional interest in Company Common Stock shall be entitled to receive from the Exchange Agent a cash payment therefor in an amount equal to the value (determined with reference to the closing price of a share of Buyer Common Stock as reported on The Nasdaq Stock Market (“NASDAQ”) on the last full trading day immediately prior to date the Merger becomes effective) of such fractional interest. Such payment with respect to fractional shares is merely intended to provide a mechanical rounding off of, and is not a separately bargained for, consideration. Any payment owed with respect to fractional shares shall be rounded upward to the nearest whole cent.
Fractional Shares; Adjustments. (a) No certificates for fractional Patriot Common Shares shall be issued as a result of the conversion provided for in Section 2.1, and such fractional share interests will not entitle the owner thereof to vote or have any rights of a holder of Patriot Common Shares.
