Common use of No Fractional Securities Clause in Contracts

No Fractional Securities. No certificates or scrip representing fractional Parent Shares shall be issued upon the surrender for exchange of Company Shares pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional share, each holder of Company Shares who would otherwise have been entitled to a fraction of a Parent Share upon surrender of Company Shares for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to the Effective Time by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as closing price on the average New York Stock Exchange ("NYSE") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5I; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full complete trading day immediately prior to the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq after the Effective Time) by (ii) the fractional interest of a share of Parent Share Common Stock to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional shares of Parent Shares Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as closing price on the average New York Stock Exchange, Inc. (the "NYSE") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”as reported in the NYSE Composite Transactions) ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8.4

No Fractional Securities. No certificates or scrip representing ------------------------ fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market New York Stock Exchange (“Nasdaq”the "NYSE") ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional Parent Shares Units shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent or Trust dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of ParentParent or Trust. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a Parent Share Unit upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending price on the last full trading day immediately prior to NYSE of a Unit (as reported in the NYSE Composite Transactions) on the date of the Effective Time or, if the Units do not trade on the NYSE on such date, the first date of trading of Units on the NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, cash to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8. For purposes of paying such cash in lieu of fractional shares, all Certificates surrendered for exchange by a Company shareholder shall be aggregated, and no such Company shareholder will receive cash in lieu of fractional shares in an amount equal to or greater than the value of one full Unit with respect to such Certificates surrendered.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as the average of the closing sale prices of one Average Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to the Effective Time Price by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8. Section 1.9 Return of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the former stockholders of the Company for six months after the Effective Time shall be delivered to Parent, upon demand of Parent, and any such former stockholders who have not theretofore complied with this Article I shall thereafter look only to Parent for payment of their claim for Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. Neither Parent nor the Surviving Corporation shall be liable to any former holder of Company Common Stock for any such shares of Parent Common Stock, cash and dividends and distributions held in the Exchange Fund which is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock or Parent Preferred Stock, as the case may be, shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional shareshare of Parent Common Stock, each holder of Company Shares Common Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid one hundred percent (100%) of an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select National Market (“"Nasdaq”") ending on the last full trading day date immediately prior to before the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq immediately before such date) by (ii) the fractional interest of a share of Parent Share Common Stock to which such holder would otherwise be entitled. The parties acknowledge that payment In lieu of any such fractional share of Parent Preferred Stock, each holder of Company Common Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of Parent Preferred Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, (without interest), subject rounded down to and in accordance with the terms nearest cent, determined by multiplying (i) $100 by (ii) the fractional interest of Section 1.7 and this Section 1.8a share of Parent Preferred Stock to which such holder would otherwise be entitled.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Capital Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as the average of the per share closing sale prices on the New York Stock Exchange, Inc. (the "NYSE") of one Parent Share for the five (5) most recent days that the a share of Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”as reported in the NYSE Composite Transactions) during the five consecutive trading days ending on the last full trading day immediately prior to the date of the Effective Time by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, cash to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 1.7, Section 1.8 and this Section 1.81.9. For purposes of paying such cash in lieu of fractional shares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the value of one full share of Parent Common Stock with respect to such Certificates surrendered.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full Nasdaq National Market System ("Nasdaq") on the Closing Date (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the trading day immediately prior to preceding the Effective Time Closing Date) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; 1, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who otherwise would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the average per share value calculated as the average Closing Price on The New York Stock Exchange ("NYSE") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) for the ten most recent Trading Days ending on the last full trading day Trading Day immediately prior to preceding the Effective Time Closing Date by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment For purposes of cash in lieu of fractional Parent Shares is solely this Agreement, "Closing Price" means the last reported selling price as reported on the NYSE Transaction Tape for a given date and "Trading Day" means a day on which securities are traded on the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for considerationNYSE. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 1.9 and this Section 1.8.1.10. Section 1.11

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of shares of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full Nasdaq National Market System ("Nasdaq") on the Closing Date (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the trading day immediately prior to preceding the Effective Time Closing Date) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock or Parent Preferred Stock, as the case may be, shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional shareshare of Parent Common Stock, each holder of Company Shares Common Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid one hundred percent (100%) of an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select National Market (“Nasdaq”) ending on the last full trading day date immediately prior to before the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq immediately before such date) by (ii) the fractional interest of a share of Parent Share Common Stock to which such holder would otherwise be entitled. The parties acknowledge that payment In lieu of any such fractional share of Parent Preferred Stock, each holder of Company Common Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of Parent Preferred Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, (without interest), subject rounded down to and in accordance with the terms nearest cent, determined by multiplying (i) $100 by (ii) the fractional interest of Section 1.7 and this Section 1.8a share of Parent Preferred Stock to which such holder would otherwise be entitled.

No Fractional Securities. No Notwithstanding any other provision of this Agreement, no certificates or scrip representing fractional Parent Shares shares of Company Common Stock shall be issued upon the surrender for exchange of Company Shares pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; no Parent dividend or other distribution or stock split Certificates and such fractional shares shall relate to any fractional share; and no fractional share shall not entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional share, each holder of Company Shares who would otherwise have been entitled to a fraction Common Stock. Each holder of a Parent Share upon surrender of Company Shares for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will fractional share interest shall be paid an amount in cash representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of shares of Company Common Stock that would otherwise be issued to such holders (without interest"EXCESS SHARES"). The sale of the Excess Shares by the Exchange Agent shall be executed on the New York Stock Exchange, rounded down Inc. (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the nearest centextent practicable. Until the net proceeds of such sale or sales have been distributed to the former holders of Pacific Common Stock and Enova Common Stock, determined the Company will cause the Exchange Agent to hold such proceeds in trust for the holders of such fractional share interests (the "SHARES TRUST"). The Company shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of the Shares Trust to which each former holder of Pacific Common Stock or Enova Common Stock shall be entitled, if any, by multiplying (i) the per share value calculated as the average amount of the closing sale prices aggregate net proceeds comprising the Shares Trust by a fraction the numerator of one Parent Share for which is the five (5) most recent days that amount of the Parent fractional shares of Company Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to the Effective Time by (ii) the fractional interest of a Parent Share to which such former holder would otherwise be of Pacific Common Stock or Enova Common Stock is entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of Company Common Stock are entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly soon as practicable after the determination of the amount of cash, if any, to be paid to former holders of Pacific Common Stock and Enova Common Stock in lieu of any fractional share shares of Company Common Stock interests, the Exchange Agent shall so notify Parent, and Parent shall deposit make available such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments amounts to such former holders of fractional share interests, Pacific Common Stock and Enova Common Stock without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional Parent Paired Shares shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent or Trust dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of ParentParent or Trust. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a Parent Paired Share upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as the average of the per share closing sale prices on the New York Stock Exchange, Inc. (the "NYSE") of one Parent a Paired Share for (as reported in the NYSE Composite Transactions) during the five (5) most recent consecutive trading days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to the date of the Effective Time by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, cash to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parentthe Parent Companies, and the Parent Companies shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.6, Section 1.7 and this Section 1.8.. For purposes of paying such cash in lieu of fractional shares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the value of one full Paired Share with respect to such Certificates surrendered. Section 1.9

No Fractional Securities. No certificates or scrip representing fractional Parent Shares shall be issued upon the surrender for exchange of Company Shares pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional sharesecurities, each holder of Company Shares Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 III will be paid an amount in cash (without interest)) equal to such holder's respective proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, rounded down on behalf of all such holders, of the aggregate fractional shares of Parent Common Stock issued pursuant to this Article III. As soon as practicable following the nearest centEffective Time, determined by multiplying the Exchange Agent shall determine the excess of (i) the per share value calculated number of shares of Parent Common Stock issuable upon surrender of Certificates by the holders of Company Common Stock (without excluding fractional shares), delivered to the Exchange Agent by Parent in accordance with Section 3.2(a), over (ii) the aggregate number of whole shares of Parent Common Stock to be distributed to holders of Company Common Stock (excluding fractional shares)(such excess being collectively called the "EXCESS PARENT COMMON STOCK"). The Exchange Agent, as the average of the closing sale prices of one Parent Share agent and trustee for the five former holders of Company Common Stock, shall as promptly as reasonably practicable sell the Excess Parent Common Stock at the prevailing prices on NASDAQ (5) most recent days that or on the principal exchange on which the Parent Common Stock has is then traded or quoted). The sales of the Excess Parent Common Stock by the Exchange Agent shall be executed on The Nasdaq Global Select Market NASDAQ (“Nasdaq”or such other exchange) ending on the last full trading day immediately prior through one or more member firms of NASDAQ (or such other exchange) and shall be executed in round lots to the Effective Time by (ii) extent practicable. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the fractional interest expenses and compensation of a the Exchange Agent and costs associated with calculating and distributing the respective cash amounts payable to the applicable former Company stockholders, incurred in connection with such sales of Excess Parent Share Common Stock. Until the net proceeds of such sales have been distributed to which such holder would otherwise be entitled. The parties acknowledge that payment the former holders of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience Company Common Stock to Parent of issuing whom fractional shares and does not represent separately bargained-of Parent Common Stock otherwise would have been issued, the Exchange Agent will hold such proceeds in trust for considerationsuch former holders. As promptly soon as practicable after the determination of the amount of cash, if any, cash to be paid to former holders of Company Common Stock in lieu of any fractional share interestsshares of Parent Common Stock, the Exchange Agent shall so notify Parent, and Parent shall deposit distribute such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments amounts to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares pursuant to this Article I or upon the cancellation certificates of Company Common Stock Options or pursuant to Section 5.5; no Parent dividend 2.1(a) or other distribution or stock split section 2.1(b), and such fractional interests shall relate to any fractional share; and no fractional share shall not entitle the owner thereof to vote or to any other rights of a securityholder of Parentsecurity holder. In lieu of any such fractional share, each holder of Company Shares who securities the Healix Stockholders would otherwise have been entitled to a fraction of a Parent Share upon surrender of Company Shares for exchange receive pursuant to this Article I Sections 2.1(a) or upon cancellation of Company Stock Options pursuant to Section 5.5 2.1(b), (a) the Healix Stockholders will be paid an amount in entitled to receive, and Parent will timely make, a cash payment (without interest), rounded down to the nearest cent, ) determined by multiplying (i) the per share fractional interest to which a Healix Stockholder would otherwise be entitled and (ii) the "market value calculated of Parent Common Stock" (as defined below), or (b) at the average option of the closing sale prices Healix Stockholders, any such stockholder may pay to the Parent an amount equal to the difference between the market value of one Parent Share for the five (5) most recent days that a share of the Parent Common Stock has traded on The Nasdaq Global Select Market less the value of such fractional interest as determined pursuant to clause (“Nasdaq”) ending on a), above, and receive an additional share of Parent Common Stock. For purposes hereof, the last full trading "market value of Parent Common Stock" shall be the average, for the thirty day period immediately prior to the Effective Time by (ii) Preliminary Closing Date, of the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely per share closing price for the purpose of avoiding Parent Common Stock on the expense NASDAQ or the average per share closing bid and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination ask price of the amount of cashParent Common Stock on the over-the-counter Bulletin Board (as reported by the NASDAQ Stock Market, if anyInc.), to be paid to holders of fractional share interests, as the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8case may be.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or distribution, stock split or reclassification shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per Market Price of a share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full NYSE trading day immediately prior to the date of the Effective Time by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, cash to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 this Article I. For purposes of paying such cash in lieu of fractional shares, all Certificates surrendered for exchange by a Company shareholder shall be aggregated, and this Section 1.8no such Company shareholder will receive cash in lieu of fractional shares in an amount equal to or greater than the value as so determined of one full share of Parent Common Stock with respect to such Certificates surrendered.

No Fractional Securities. No certificates or scrip representing fractional Parent Shares shares of WABCO Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent WABCO dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of ParentWABCO. In lieu of any such fractional share, each holder of Company Shares MotivePower Common Stock who would otherwise have been entitled to a fraction of a Parent Share share of WABCO Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as closing price on the average New York Stock Exchange (the "NYSE") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent WABCO Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”as reported in the NYSE Composite Transactions) ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of WABCO Common Stock do not trade on the NYSE on such date, the first date of trading of shares of WABCO Common Stock on the NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify ParentWABCO, and Parent WABCO shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; 1, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who otherwise would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the average per share value calculated as the average Closing Price on The New York Stock Exchange ("NYSE") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) for the ten most recent Trading Days ending on the last full trading day Trading Day immediately prior to preceding the Effective Time Closing Date by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment For purposes of cash in lieu of fractional Parent Shares is solely this Agreement, "Closing Price" means the last reported selling price as reported on the NYSE Transaction Tape for a given date and "Trading Day" means a day on which securities are traded on the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for considerationNYSE. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 1.9 and this Section 1.81.10.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as closing price on the average National Association of the closing sale prices Securities Dealers Automated Quotation System ("NASDAQ") of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on NASDAQ on such date, the first date of trading of shares of Parent Common Stock on NASDAQ after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No Notwithstanding any other provision of this Agreement, no certificates or scrip representing fractional Parent Shares shares of Company Common Stock shall be issued upon the surrender for exchange of Company Shares pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; no Parent dividend or other distribution or stock split Certificates and such fractional shares shall relate to any fractional share; and no fractional share shall not entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional share, each holder of Company Shares who would otherwise have been entitled to a fraction Common Stock. Each holder of a Parent Share upon surrender of Company Shares for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will fractional share interest shall be paid an amount in cash representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of shares of Company Common Stock that would otherwise be issued to such holders (without interest"Excess Shares"). The sale of the Excess Shares by the Exchange Agent shall be executed on the New York Stock Exchange, rounded down Inc. (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the nearest centextent practicable. Until the net proceeds of such sale or sales have been distributed to the former holders of Pacific Common Stock and Enova Common Stock, determined the Company will cause the Exchange Agent to hold such proceeds in trust for the holders of such fractional share interests (the "Shares Trust"). The Company shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of the Shares Trust to which each former holder of Pacific Common Stock or Enova Common Stock shall be entitled, if any, by multiplying (i) the per share value calculated as the average amount of the closing sale prices aggregate net proceeds comprising the Shares Trust by a fraction the numerator of one Parent Share for which is the five (5) most recent days that amount of the Parent fractional shares of Company Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to the Effective Time by (ii) the fractional interest of a Parent Share to which such former holder would otherwise be of Pacific Common Stock or Enova Common Stock is entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of Company Common Stock are entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly soon as practicable after the determination of the amount of cash, if any, to be paid to former holders of Pacific Common Stock and Enova Common Stock in lieu of any fractional share shares of Company Common Stock interests, the Exchange Agent shall so notify Parent, and Parent shall deposit make available such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments amounts to such former holders of fractional share interests, Pacific Common Stock and Enova Common Stock without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional Parent Paired Shares shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent or Trust dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of ParentParent or Trust. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a Parent Paired Share upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest, except pursuant to Section 1.5(f)), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as the average of the per share closing sale prices on the NYSE of one Parent a Paired Share for (as reported in the NYSE Composite Transactions) during the five (5) most recent consecutive trading days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to the date of the Effective Time by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, cash to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parentthe Parent Companies, and the Parent Companies shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 this Article I. For purposes of paying such cash in lieu of fractional shares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and this Section 1.8no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the value of one full Paired Share with respect to such Certificates surrendered.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as closing price on the average New York Stock Exchange, Inc. (the "NYSE") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”as reported in the NYSE Composite Transactions) ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8.A-3

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as closing price on the average New York Stock Exchange, Inc. (the "NYSE") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”as reported in the NYSE Composite Transactions) ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the per share value calculated as closing price on the average Nasdaq Stock Market National Market ("NASDAQ") of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on NASDAQ on such date, the first date of trading of shares of Parent Common Stock on NASDAQ after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Shares Common Stock shall be issued upon the surrender for exchange of Company Shares Certificates pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; I, and no Parent dividend or other distribution or stock split shall relate to any fractional share; , and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder security holder of Parent. In lieu of any such fractional share, each holder of Company Shares Common Stock who would otherwise have been entitled to a fraction of a share of Parent Share Common Stock upon surrender of Company Shares Certificates for exchange pursuant to this Article I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market New York Stock Exchange (“Nasdaq”the "NYSE") ending on the last full trading day immediately prior to date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8.