Fractional Shares Upon Conversion Sample Clauses

Fractional Shares Upon Conversion. No fractional Common Shares shall be issued upon conversion of the shares of this Series. In lieu of any fractional shares to which the converting holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the Conversion Price of such fractional shares.
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Fractional Shares Upon Conversion. If a fraction of a share would result upon conversion of this Note pursuant to this Section 4, the Company will, in lieu of issuing a fractional share, pay in cash the amount of principal represented by the fractional share calculated on the basis of the Conversion Price, as defined in Section 5.
Fractional Shares Upon Conversion. No fractional shares --------------------------------- of Class A Voting Common Stock will be issued upon conversion of the Series B Preferred Stock and any fractional share which otherwise would result from conversion by a holder of all of his or her shares of Series B Preferred Stock (with all the shares of a series taken together as a group) will be redeemed by payment in an amount equal to the fair market value thereof as determined by the Board of Directors for such series as promptly as funds are legally available therefor. If more than one share of Series B Preferred Stock is surrendered for conversion at any one time by the same holder, the number of full shares of Class A Voting Common Stock to be issued upon conversion shall be computed on the basis of the aggregate number of shares of Series B Preferred Stock so surrendered.
Fractional Shares Upon Conversion. Notwithstanding anything to the contrary contained in this Agreement, no 117 Shareholder shall be entitled to, and New Age will not issue, fractions of any securities in New Age.
Fractional Shares Upon Conversion. Notwithstanding anything to the contrary contained in this Agreement, no 1267818 Shareholder shall be entitled to, and Valorem will not issue, fractions of any securities in Valorem.
Fractional Shares Upon Conversion. Notwithstanding anything to the contrary contained in this Agreement, no C&C Shareholder shall be entitled to, and XX0000000 will not issue, fractions of any securities in XX0000000.
Fractional Shares Upon Conversion. Notwithstanding anything to the contrary contained in this Agreement, no NHS Shareholder shall be entitled to, and BC0981624 will not issue, fractions of any securities in BC0981624.
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Fractional Shares Upon Conversion. Notwithstanding anything to the contrary contained in this Section 3, this Corporation shall have no obligation (but shall have the right) to issue fractions of shares of Common Stock upon the conversion of shares of Series C Convertible Preferred Stock pursuant to this Section 3. In lieu thereof, at its election, this Corporation shall be entitled to issue to the holders of the theretofore outstanding shares of Series C Convertible Preferred Stock in respect of which such fractions otherwise would be deliverable the number of whole shares of Common Stock to which such holders are entitled on account of their respective aggregate holdings of such theretofore outstanding shares of Series C Convertible Preferred Stock (as determined by the Board of Directors in good faith). If, notwithstanding the issuance of whole shares in lieu of fractional shares pursuant to the preceding sentence, fractional shares remain, this Corporation, in lieu of issuing the same, shall be entitled, at its election, to deliver to the holders who otherwise would receive such fractional shares cash in an amount equal to the fraction of a share of Common Stock involved multiplied by the Liquidation Price.

Related to Fractional Shares Upon Conversion

  • Settlement Upon Conversion (i) Pursuant to the procedures set forth in this Section 9, upon a conversion the Company shall have the right to deliver the Conversion Value, in lieu of shares of Common Stock, in cash or a combination of cash and shares of Common Stock, provided that the Company may only elect to deliver cash if its credit facilities in existence at that time permit such payment and assets are legally available to pay such amounts. Unless the Company has elected to call a Forced Conversion, it shall not be required to notify Holders of its method for settling its conversion obligation relating to the Conversion Value until the Series A Preferred Stock is submitted for conversion. (ii) If the Company receives a conversion notice from a Holder of Series A Preferred Stock, the following procedures shall apply: (a) During the Settlement Notice Period, the Company shall notify any Holders of Series A Preferred Stock exercising a conversion right, if the Company elects to settle any portion of its conversion obligation in whole or in part in cash. If the Company elects to settle the Conversion Value in a combination of cash and shares of Common Stock, it shall specify the percentage of the Conversion Value relating to the Series A Preferred Stock surrendered for conversion that will be paid in cash. Any portion of the Conversion Value which the Company does not elect to settle in cash shall be settled in shares of Common Stock (except that the Company shall pay cash in lieu of issuing any fractional shares). The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not, however, have any obligation to settle conversion obligations arising on different Trading Days in the same manner. For example, the Company may choose on one Trading Day to settle in shares of Common Stock only and choose on another Trading Day to settle in cash or a combination of shares of Common Stock and cash. (b) If the Company timely elects to pay cash for any portion of the Conversion Value, Holders may retract the conversion notice at any time during the Conversion Retraction Period; provided that no such retraction may be made (and a conversion notice shall be irrevocable) if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares). (c) Settlement amounts shall be computed as follows: 1) If the Company elects to satisfy a conversion solely in shares of Common Stock (other than with respect to fractional shares), it shall deliver to the Holder, for each share of Series A Preferred Stock, a number of shares of Common Stock equal to the applicable Conversion Rate. 2) If the Company elects to satisfy a conversion solely in cash, it shall deliver to the Holder, for each share of Series A Preferred Stock, cash in an amount equal to the Conversion Value. 3) If the Company elects to satisfy the conversion obligation in a combination of cash and shares of Common Stock, it shall deliver to the Holder, for each share of Series A Preferred Stock: (i) a cash amount (the “Cash Amount”) (excluding any cash paid for fractional shares) equal to the product of (a) the Conversion Value and (b) the percentage of the conversion obligation to be satisfied in cash; and (ii) a number of shares of common stock equal to the difference between: (a) the applicable Conversion Rate; minus (b) the number of shares of common stock equal to the quotient of (x) the Cash Amount divided by (y) the arithmetic average of the Volume-Weighted Average Price of the Common Stock on each Trading Day during the Cash Settlement Averaging Period.

  • Cash in Lieu of Fractional Shares If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

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