Common use of Fractional Shares; Adjustments Clause in Contracts

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 or scrip representing fractional FindWhat Common 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 conversion provided for Merger shall be aggregated and if a fractional Merger Share results from such aggregation, such holder shall be entitled to receive, in Section 2.1(a) and such fractional share interests will not entitle lieu thereof, an amount in cash without interest determined by multiplying the owner thereof to vote or have any rights Merger Share Market Value by the fraction of a Merger Share to which such holder of FindWhat Common Shareswould otherwise have been entitled (the "Fractional Consideration"). (b) In lieu If between the date of any such fractional FindWhat Common Shares, the holder of a certificate or certificates (the "Certificates") that immediately prior to this Agreement and the Effective Time represented the outstanding shares of Espotting Capital Omnipoint Common Stock whose shall have been changed into a different number of shares, by reason of any stock dividend, subdivision, split or combination of shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a(each, a "Recapitalization Event"), 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 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 Espotting Capital Company Common Stock for which Certificates have been surrendered or Company Preferred Stock." (6) Section 3.3 shall be appropriately adjusted deemed to provide be amended as follows: (i) the first sentence of Section 3.3(f) shall be deemed to be amended and restated in its entirety as follows: "No dividends or other distributions with respect to any Merger Shares and no cash payment in lieu of fractional Merger Shares as provided in Section 3.2, shall be paid to the holders Holder of shares any unsurrendered Certificates until such Certificates are surrendered as provided in Section 3.3."; (ii) clause (1) of Espotting Capital Stock Section 3.3(f) shall be deemed to be amended and restated in its entirety as follows: (1) at the same economic effect as contemplated by this Agreement. The time of such surrender, (A) in the case of Certificates, the amount of any cash payable in lieu of fractional share interests of each Espotting Stockholder will be aggregatedMerger Shares to which such Person is entitled pursuant to Section 3.2, and no Espotting Stockholder will receive cash (B) the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender, with respect to such Merger Shares," (iii) Section 3.3(h) shall be deemed to be amended and restated in an amount greater than the value of one full FindWhat Common Share for such fractional share interest.its entirety as follows:

Fractional Shares; Adjustments. (a) No certificates for fractional FindWhat 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 issued entitled to dividends, voting rights or any other rights as a result stockholder in respect of any fractional shares of Holding Company Common Stock. No interest will be paid or accrued on the conversion provided for cash in Section 2.1(a) and such lieu of fractional share interests will not entitle the owner thereof to vote or have any rights of a holder of FindWhat Holding Company Common Shares. (b) In lieu Notwithstanding any other provision of any such fractional FindWhat Common Sharesthis Agreement, the each holder of a certificate or certificates (the "Certificates") that immediately prior Xxxxxxx Common Shares exchanged pursuant to the Effective Time represented outstanding shares of Espotting Capital Stock whose shares were converted into the right to receive the Xxxxxxx 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 who would otherwise have been entitled to receive a fraction of a Holding Company Common Share (after taking into account all Xxxxxxx Common Shares delivered by such holder) shall receive, in lieu thereof, cash payment therefor (without interest) in an amount equal to the value (as determined as such fractional part of a Holding Company Common Share multiplied by the product of the closing price of a Xxxxxxx Common Share on Nasdaq as of the last trading day immediately preceding the effective time of the Xxxxxxx Merger and the Xxxxxxx 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. (c) If at any time during the period between the date hereof and the Effective Time, any change in the outstanding shares of such fractional interest. Such payment capital stock of Cardiac or Xxxxxxx, as the case may be, or securities convertible or exchangeable into capital stock of Cardiac or Xxxxxxx, as the case may be, shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock or cash dividend or distribution thereon or a record date 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 any of the same holderforegoing shall occur during such period, the number of shares of Espotting Capital Stock for which Certificates have been surrendered Merger Consideration shall be appropriately adjusted to provide to the holders of shares of Espotting Capital Stock the Cardiac Common Shares and the Xxxxxxx Common Shares the same economic effect as contemplated by this Agreement. The fractional share interests Agreement prior to the consummation 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 interestevent.

Fractional Shares; Adjustments. (a) No certificates for fractional FindWhat 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 conversion provided for Merger shall be aggregated. If a fractional Parent Common Share results from such aggregation, the holder shall be entitled to receive, in Section 2.1(a) and 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 will not entitle interests, the owner thereof 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 vote or have any rights forward payments to such holders of a holder fractional share interests, subject to and in accordance with the terms of FindWhat Common SharesSection 3.03. (b) In lieu If at any time during the period between the date of any such fractional FindWhat Common Shares, the holder of a certificate or certificates (the "Certificates") that immediately prior to this Agreement and the Effective Time represented Time, any change in the outstanding shares of Espotting Capital Stock whose shares were converted capital stock of Parent or securities convertible or exchangeable into the right to receive the Merger Consideration pursuant to Section 2.1(a)capital stock of Parent shall occur, upon presentation including by reason of such fractional interest represented by an appropriate certificate for Espotting Capital Stock to the Exchange Agent any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any dividend or distribution thereon (as defined in Section 2.3(a)other than regular quarterly cash dividends) pursuant to Section 2.3, shall be entitled to receive or 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 record date 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 any of the same holderforegoing shall occur during such period, the number of shares Parent Common Shares constituting part of Espotting Capital Stock for which Certificates have been surrendered the Merger Consideration shall be appropriately adjusted to provide to the holders of shares of Espotting Capital Stock the Parent Common Shares and the Company Common Shares the same economic effect as contemplated by this Agreement. The fractional share interests Agreement prior to the consummation 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 interestevent.

Fractional Shares; Adjustments. (a) No certificates for fractional FindWhat Xxxxx.xxx Common Shares shall be issued as a result of the conversion and payments provided for in Section 2.1(a) and 2.1and such fractional share interests will shall not entitle the owner thereof to vote or have any rights of a holder of FindWhat Xxxxx.xxx Common Shares as a result of such fractional Xxxxx.xxx Common Shares. (b) In lieu of any such fractional FindWhat Xxxxx.xxx Common Shares, the holder of a certificate or certificates (the "Certificates") SMG Certificates that immediately prior to the Effective Time represented outstanding shares of Espotting SMG Capital Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)2.1, upon presentation of such fractional interest represented by an appropriate certificate holder’s SMG Certificate(s) for Espotting SMG 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 based upon the Exchange RatioXxxxx.xxx Average Price) of such fractional interestinterest (the “Fractional Share Value”). 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 SMG Certificate shall be surrendered for the account of the same holder, the number of shares of Espotting SMG Capital Stock for which SMG Certificates have been surrendered shall be appropriately adjusted to provide to the holders of shares of Espotting SMG Capital Stock the same economic effect as contemplated by this Agreement. The fractional share interests of each Espotting SMG Stockholder will be aggregated, and no Espotting SMG Stockholder will receive cash in an amount greater than the value of one full FindWhat Xxxxx.xxx Common Share for such fractional share interest. For purposes of clarity, the Xxxxx.xxx Average Price used to calculate the payment amount shall be the Xxxxx.xxx Average Price used to calculate the Table of Contents underlying issuance of the Xxxxx.xxx Common Shares, either pursuant to Section 2.1(f)(iii) or Section 2.1(f)(v).

Fractional Shares; Adjustments. (a) No certificates for fractional FindWhat 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 conversion provided for Merger shall be aggregated. If a fractional Parent Common Share results from such aggregation, the holder shall be entitled to receive, in Section 2.1(a) and 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 will not entitle interests, the owner thereof 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 vote or have any rights forward payments to such holders of a holder fractional share interests, subject to and in accordance with the terms of FindWhat Common SharesSection 3.3. (b) In lieu If at any time during the period between the date of any such fractional FindWhat Common Shares, the holder of a certificate or certificates (the "Certificates") that immediately prior to this Agreement and the Effective Time represented Time, any change in the outstanding shares of Espotting Capital Stock whose shares were converted capital stock of Parent or securities convertible or exchangeable into the right to receive the Merger Consideration pursuant to Section 2.1(a)capital stock of Parent shall occur, upon presentation including by reason of such fractional interest represented by an appropriate certificate for Espotting Capital Stock to the Exchange Agent any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any dividend or distribution thereon (as defined in Section 2.3(a)other than regular quarterly cash dividends) pursuant to Section 2.3, shall be entitled to receive or 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 record date 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 any of the same holderforegoing shall occur during such period, the number of shares Parent Common Shares constituting part of Espotting Capital Stock for which Certificates have been surrendered the Merger Consideration shall be appropriately adjusted to provide to the holders of shares of Espotting Capital Stock the Parent Common Shares and the Company Common Shares the same economic effect as contemplated by this Agreement. The fractional share interests Agreement prior to the consummation 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 interestevent.

Fractional Shares; Adjustments. (a) No certificates for certificate or scrip representing fractional FindWhat FNF Common Shares shall be issued as a result upon the surrender for exchange of the conversion provided for in Section 2.1(a) ANFI Common Stock, and such fractional share interests will not entitle the owner thereof to vote or have to any other rights of a stockholder of FNF. Notwithstanding any other provision of this Agreement, each holder of FindWhat ANFI Common SharesShares 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. (b) In lieu of If at any such fractional FindWhat Common Sharestime during the period between December 13, the holder of a certificate or certificates (the "Certificates") that immediately prior to 2002 and the Effective Time represented Time, any change in the outstanding shares of Espotting Capital Stock whose shares were converted capital stock of FNF or ANFI, as applicable, or securities convertible or exchangeable into the right to receive the Merger Consideration pursuant to Section 2.1(a)capital stock of FNF or ANFI, 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 2.3applicable, shall be entitled to receive occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock or cash dividend or distribution thereon (other than regular quarterly cash dividends) or 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 record date 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 any of the same holderforegoing shall occur during such period, the number of shares of Espotting Capital Stock for which Certificates have been surrendered FNF Common Shares constituting the Merger Consideration shall be appropriately adjusted to provide to the holders of shares of Espotting Capital Stock the FNF Common Shares and the ANFI Common Shares the same economic effect as contemplated by this AgreementAgreement prior to the consummation of such event. The By way of example, if FNF declares a ten percent (10%) stock dividend, the Merger Consideration shall be adjusted to equal 0.4994 FNF Common Shares for each Merger Share (rather than 0.4540 FNF Common Shares for each Merger Share) together with any payment of cash for 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 interestshares.