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.
(b) In lieu of any such fractional FindWhat Common Shares, the holder of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Espotting Capital Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), upon presentation of such fractional interest represented by an appropriate certificate for Espotting Capital Stock to the Exchange Agent (as defined in Section 2.3(a)) pursuant to Section 2.3, shall be entitled to receive a cash payment therefor in an amount equal to the value (as determined as part of the Exchange Ratio) of such fractional interest. Such payment with respect to fractional shares is intended to avoid the expense and inconvenience of issuing fractional shares and to provide a mechanical rounding off of, and is not a separately bargained for, consideration. If more than one Certificate shall be surrendered for the account of the same holder, the number of shares of Espotting Capital Stock for which Certificates have been surrendered shall be appropriately adjusted to provide to the holders of shares of Espotting Capital Stock the same economic effect as contemplated by this Agreement. The fractional share interests of each Espotting Stockholder will be aggregated, and no Espotting Stockholder will receive cash in an amount greater than the value of one full FindWhat Common Share for such fractional share interest.
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 and such fractional share interests will not entitle the owner thereof to vote or have any rights of a holder of FindWhat Common Shares.
(b) In lieu of any such fractional FindWhat Common Shares, the holder of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Miva Capital Stock (each, a "Miva Stockholder") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), upon presentation of such fractional interest represented by an appropriate Certificate for Miva Capital Stock to the Exchange Agent pursuant to Section 2.3, shall be entitled to receive a cash payment therefor in an amount equal to the value of such fractional interest. Such payment with respect to fractional shares is intended to avoid the expense and inconvenience of issuing fractional shares and to provide a mechanical rounding off of, and is not a separately bargained for, consideration. If more than one Certificate shall be surrendered for the account of the same holder, the number of shares of Miva Capital Stock for which Certificates have been surrendered shall be appropriately adjusted to provide to the Miva Stockholders the same economic effect as contemplated by this Agreement. The fractional share interests of each Miva Stockholder will be aggregated, and no Miva Stockholder will receive cash in an amount greater than the value of one full FindWhat Common Share for such fractional share interest.
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.
(b) If, prior to the Effective Time, Parent shall declare a stock dividend or other similar distribution of Parent Class A Common Stock or securities convertible into shares of Parent Class A Common Stock, or effect a stock split, reclassification, recapitalization, stock combination or other change with respect to the Parent Class A Common Stock, the Exchange Ratio shall be adjusted to reflect such dividend, distribution, stock split, reclassification, recapitalization, stock combination or other change.
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.
(b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the total number of Fractional Shares of Parent that Bergen shareholders would be entitled to receive (such Fractional Shares being herein called the "Fractional 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 fraction of a Merger Share to which such holder would otherwise have been entitled (the "Fractional Consideration").
(b) If between the date of this Agreement and the Effective Time the outstanding shares of Holding Company Common Stock shall have been changed into a different number of shares, by reason of any stock dividend, subdivision, split or combination of shares (each, a "Recapitalization Event"), the number of Merger Shares will be correspondingly adjusted to reflect such Recapitalization Event. Between the date of this Agreement and the Effective Time, the Company covenants and agrees not to effect or take any action with respect to a Recapitalization Event with respect to shares of Company Common Stock or Company Preferred Stock."
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.
(b) If, prior to the Effective Time, the Company or Buyer shall declare a stock dividend or other similar distribution of Company Common Stock or Buyer Common Stock or securities convertible into shares of Company Common Stock or Buyer Common Stock, as applicable, or effect a stock split, reclassification, recapitalization, stock combination or other change with respect to the Company Common Stock or Buyer Common Stock, as applicable, the Common Stock Exchange Ratio shall be adjusted to reflect such dividend, distribution, stock split, reclassification, recapitalization, stock combination or other change.
Fractional Shares; Adjustments. (a) No certificate or scrip representing fractional Fidelity Common Shares shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Fidelity. Notwithstanding any other provision of this Agreement, each holder of Company Common Shares exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Fidelity Common Share (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a Fidelity Common Share multiplied by the Average Fidelity Common Share Price.
(b) If at any time during the period between the Determination Date and the Effective Time, any change in the outstanding shares of capital stock of Fidelity or securities convertible or exchangeable into capital stock of Fidelity shall occur, including by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any dividend or distribution thereon (other than regular quarterly cash dividends, not in excess of $0.084 per Fidelity Common Share) or a record date with respect to any of the foregoing shall occur during such period, the number of Fidelity Common Shares constituting part of the Merger Consideration shall be appropriately adjusted to provide to the holders of the Fidelity Common Shares and the Company Common Shares the same economic effect as contemplated by this Agreement prior to the consummation of such event.
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.
2.4.2 In lieu of any such fractional SYS Common Shares, the Stockholder shall be entitled to receive a cash payment therefore, in an amount equal to the value of such fractional interest, with an SYS Common Share being valued for this purpose as described in Section 2.1. Such payment with respect to fractional shares is intended to avoid the expense and inconvenience of issuing fractional shares and to provide a mechanical rounding off of, and is not a separately bargained for, consideration. If more than one Certificate shall be surrendered, the number of shares of RBIS, Ltd. Capital Stock for which Certificates have been surrendered shall be appropriately adjusted to provide to the Stockholder the same economic effect as contemplated by this Agreement. The fractional share interests of the Stockholder will be aggregated, and the Stockholder will not receive cash in an amount greater than the value of one full SYS Common Share for such fractional share interest.
Fractional Shares; Adjustments. 4 2.3 Exchange of Certificates.......................................................................5 2.4 Treatment of Stock Options and Warrants........................................................8
Fractional Shares; Adjustments. No fractional shares of the ------------------------------ Surviving Corporation shall be issued as a result of the conversion provided for in Section 3.1(a). In lieu of any such fractional shares, the holder of a fractional interest in shares of common or preferred stock in the Surviving Corporation shall be entitled to receive a cash payment therefor in an amount equal to the value of one dollar ($1) per share of Surviving Corp. Class A Common and one thousand dollars ($1,000) per share of Surviving Corp. Series A Preferred.
