Common use of Fractional Shares; Dividends; Partial Conversion Clause in Contracts

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Preferred Stock into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends (except as provided in Paragraph 6(e)) on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall, to the extent permitted by law, pay in cash all dividends accrued and unpaid on the shares of Preferred Stock surrendered for conversion to the Dividend Date immediately preceding the date upon which such conversion is deemed to take place as provided in Paragraph 6(b). In case the number of shares of Preferred Stock represented by the certificate or certificates surrendered pursuant to Paragraph 6(a) exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder thereof, at the expense of the Corporation, a new certificate or certificates for the number of shares of Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional interest in a share of Common Stock would, except for the provisions of the first sentence of this Paragraph 6(c), be deliverable upon any such conversion, the Corporation, in lieu of delivering the fractional share thereof, shall pay to the holder surrendering Preferred Stock for conversion an amount in cash equal to the current Market Value of such fractional interest determined in conformity with the principles set forth in Paragraph 6(d)(10).

Appears in 2 contracts

Samples: Registration Rights Agreement (Safeguard Health Enterprises Inc), Registration Rights Agreement (Anderson Jack R)

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Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Preferred the Class A Common Stock into Common Stock and no Stock, nor shall any payment or adjustment shall be made upon any conversion on account of any cash dividends (except as provided in Paragraph 6(e)) on the Class A Common Stock so converted or the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall, to the extent permitted by law, pay in cash all dividends accrued and unpaid on the shares of Preferred Stock surrendered for conversion to the Dividend Date immediately preceding the date upon which such conversion is deemed to take place as provided in Paragraph 6(b). In case the number of shares of Preferred Class A Common Stock represented by the certificate or certificates surrendered pursuant to Paragraph 6(a) subparagraph 3A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder thereof, at the expense of the Corporation, a new certificate or certificates for the number of shares of Preferred Stock Class A Common Stock, represented by the certificate or certificates surrendered which are not to be converted. If any fractional interest in a share of Common Stock would, except for the provisions of the first sentence of this Paragraph 6(c)subparagraph 3D, be deliverable upon any such conversion, the Corporation, in lieu of delivering the fractional share thereof, shall pay to the holder surrendering Preferred the Class A Common Stock for conversion an amount in cash equal to the current Market Value fair value of such fractional interest as determined in conformity with good faith by the principles set forth in Paragraph 6(d)(10)Board of Directors of the Corporation.

Appears in 1 contract

Samples: Registration Rights Agreement (United Surgical Partners International Inc)

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Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Preferred Stock into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends (except as provided in Paragraph 6(e)) on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall, to the extent permitted by law, shall pay in cash an amount equal to all dividends accrued dividends, declared and unpaid on the shares of Preferred Stock surrendered for conversion to the Dividend Date immediately preceding the date upon which such conversion is deemed to take place as provided in Paragraph 6(b). subparagraph 6B. In case the number of shares of Preferred Stock represented by the certificate or certificates surrendered pursuant to Paragraph 6(a) subparagraph 6A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder thereofholder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional interest in a share of Common Stock would, except for the provisions of the first sentence of this Paragraph 6(c)subparagraph 6C, be deliverable delivered upon any such conversion, the Corporation, in lieu of delivering the such fractional share thereofshare, shall pay to the holder surrendering the Preferred Stock for conversion an amount in cash equal to the current Market Value market price of such fractional interest share as determined in conformity with good faith by the principles set forth in Paragraph 6(d)(10)Board of Directors of the Corporation.

Appears in 1 contract

Samples: New Era of Networks Inc

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