Common use of Fractional Shares; Computation Certificates Clause in Contracts

Fractional Shares; Computation Certificates. (i) No fractional shares shall be issued upon conversion of the Class B Preferred Stock into shares of Common Stock and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share for any shares in excess of one-half (1/2). (ii) Upon the occurrence of each adjustment of the Conversion Price of Class B Preferred Stock pursuant to this Section 6, the Corporation, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each Holder of Class B Preferred Stock no less than ten (10) calendar days prior to such adjustment a statement setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. The Corporation shall, upon the written request at any time of any Holder of Class B Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth (A) such adjustment, (B) the Conversion Price for such Class B Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such Class B Preferred Stock.

Appears in 2 contracts

Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)

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Fractional Shares; Computation Certificates. (i) No fractional shares shall be issued upon conversion of the Class B Series F Preferred Stock into shares of Common Stock and in lieu thereof, the number Corporation shall pay cash in respect of shares such fractional interest in an amount equal to such fractional interest multiplied by the Fair Market Value on the applicable date of Common Stock to be issued shall be rounded to the nearest whole share for any shares in excess of one-half (1/2)conversion. (ii) Upon the occurrence of each adjustment of the Conversion Price of Class B Series F Preferred Stock pursuant to this Section 6, the Corporation, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each Holder of Class B Series F Preferred Stock no less than ten (10) calendar days prior to such adjustment a statement statement, signed by its principal financial officer, setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. The Corporation shall, upon the written request at any time of any Holder of Class B Series F Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth (A) such adjustment, (B) the Conversion Price for such Class B Series F Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such Class B Series F Preferred Stock.

Appears in 2 contracts

Samples: Share Exchange Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc)

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