Common use of No Fractional Securities Clause in Contracts

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 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 security holder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on the Trading Day immediately preceding the Closing Date by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 subject to and in accordance with the terms of Section 1.9 and this Section 1.10.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock Shares shall be issued upon the surrender for exchange of Certificates Company Shares pursuant to this Article 1, and 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 security holder securityholder of Parent. In lieu of any such fractional share, each holder of Company Common Stock Shares who would otherwise would have been entitled to a fraction of a share of Parent Common Stock Share upon surrender of Certificates 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 average per share Closing Price on The New York Stock Exchange value calculated as the average of the closing sale prices of one Parent Share for the five ("NYSE"5) of most recent days that the Parent Common Stock for the ten most recent Trading Days has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the Trading Day last full trading day immediately preceding prior to the Closing Date Effective Time by (ii) the fractional interest of a Parent Share to which such holder would otherwise be entitled. For purposes The parties acknowledge that payment of this Agreement, "Closing Price" means cash in lieu of fractional Parent Shares is solely for the last reported selling price as reported on purpose of avoiding the NYSE Transaction Tape expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for a given date and "Trading Day" means a day on which securities are traded on the NYSEconsideration. 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 interests, without interest, subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1, and I; 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 security holder securityholder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the average last reported sale price per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on The Nasdaq Global Select Market (“Nasdaq”) on the Trading Day immediately preceding last complete trading day prior to the Closing Date 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 Common Stock to which such holder would otherwise be entitled. For purposes The parties acknowledge that payment of this Agreement, "Closing Price" means cash in lieu of fractional shares of Parent Common Stock is solely for the last reported selling price as reported on purpose of avoiding the NYSE Transaction Tape expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for a given date and "Trading Day" means a day on which securities are traded on the NYSEconsideration. 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 interests, without interest, subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1, and I; 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 security holder securityholder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the average last reported sale price per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on The Nasdaq National Market (“Nasdaq”) on the Trading Day immediately preceding date of the Closing Date 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 Common Stock to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 subject to and in accordance with the terms of Section 1.9 and this Section 1.101.8. No cash payment in lieu of fractional shares will be paid to any Person until such Person surrenders the related Certificate or Certificates.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock or Parent Preferred Stock, as the case may be, shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder securityholder of Parent. In lieu of any such fractional shareshare of Parent Common Stock, each holder of Company Common Stock or Company Preferred Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I 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 average last reported sale price per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on The Nasdaq National Market (“Nasdaq”) on the Trading Day date immediately preceding before the Closing Date 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 Common Stock to which such holder would otherwise be entitled. For purposes 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 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 NYSE. As promptly as practicable after the determination of the Article I will be paid an amount of cashcash (without interest), if anyrounded down to the nearest cent, determined by multiplying (i) $100 by (ii) the fractional interest of a share of Parent Preferred Stock to which such holder would otherwise 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 subject to and in accordance with the terms of Section 1.9 and this Section 1.10entitled.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per share Closing Price closing price on The the New York Stock Exchange Exchange, Inc. (the "NYSE") of Parent Common Stock for (as reported in the ten most recent Trading Days ending NYSE Composite Transactions) on the Trading Day immediately preceding date of the Closing Date 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 to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent WABCO Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of ParentWABCO. In lieu of any such fractional share, each holder of Company MotivePower Common Stock who would otherwise would have been entitled to a fraction of a share of Parent WABCO Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per share Closing Price closing price on The the New York Stock Exchange (the "NYSE") of Parent WABCO Common Stock for (as reported in the ten most recent Trading Days ending NYSE Composite Transactions) on the Trading Day immediately preceding date of the Closing Date 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 to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 ParentWABCO, and the 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 subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder securityholder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the average last reported sale price per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on the Trading Day 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 preceding the Closing Date Date) by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8.

No Fractional Securities. No certificates or scrip representing ------------------------ fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average last reported sale price per share Closing Price of Parent Common Stock on The New York Stock Exchange (the "NYSE") on the date of the Effective Time (or, if the shares of Parent Common Stock for the ten most recent Trading Days ending do not trade on the Trading Day immediately preceding NYSE on such date, the Closing Date first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per share Closing Price closing price on The New York Stock Exchange the National Association of Securities Dealers Automated Quotation System ("NYSENASDAQ") of Parent Common Stock for the ten most recent Trading Days ending on the Trading Day immediately preceding date of the Closing Date 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 to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates certificates of Company Common Stock or pursuant to this Article 1Section 2.1(a) or section 2.1(b), and no Parent dividend or other distribution or stock split 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 security holder of Parentholder. In lieu of any such fractional share, each holder of Company Common Stock who securities the Healix Stockholders would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange receive pursuant to this Article I Sections 2.1(a) or 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 to the nearest cent, ) determined by multiplying (i) the average per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on the Trading Day immediately preceding the Closing Date by fractional interest to which a Healix Stockholder would otherwise be entitled and (ii) the "market value of Parent Common Stock" (as defined below), or (b) at the option of the Healix Stockholders, any such stockholder may pay to the Parent an amount equal to the difference between the market value of a share of the Parent Common Stock less the value of such fractional interest as determined pursuant to which such holder would otherwise be entitledclause (a), above, and receive an additional share of Parent Common Stock. For purposes hereof, the "market value of this AgreementParent Common Stock" shall be the average, "for the thirty day period immediately prior to the Preliminary Closing Price" means Date, of the last reported selling per share closing price for the Parent Common Stock on the NASDAQ or the average per share closing bid and ask price of the Parent Common Stock on the over-the-counter Bulletin Board (as reported on by the NYSE Transaction Tape for a given date and "Trading Day" means a day on which securities are traded on NASDAQ Stock Market, Inc.), as the NYSE. 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 subject to and in accordance with the terms of Section 1.9 and this Section 1.10case may be.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock Units shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder securityholder of ParentParent or Trust. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock Unit upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending closing price on the Trading Day immediately preceding NYSE of a Unit (as reported in the Closing Date 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 to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 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 subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8. 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 Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per share Closing Average Parent Share Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on the Trading Day immediately preceding the Closing Date by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 subject to and in accordance with the terms of Section 1.9 1.7 and this Section 1.101.8. 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 Common Stock Paired Shares shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of ParentParent or Trust. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock Paired Share upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest, except pursuant to Section 1.5(f)), rounded to the nearest cent, determined by multiplying (i) the average of the per share Closing Price closing prices on The New York Stock Exchange the NYSE of a Paired Share ("NYSE"as reported in the NYSE Composite Transactions) of Parent Common Stock for during the ten most recent Trading Days five consecutive trading days ending on the Trading Day trading day immediately preceding prior to the Closing Date date of the Effective Time by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 the ParentParent 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 subject to and in accordance with the terms of Section 1.9 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 1.10no 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 Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average per Market Price of a share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on the Trading Day NYSE trading day immediately preceding prior to the Closing Date date of the Effective Time by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 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 subject to and in accordance with the terms of Section 1.9 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 1.10no 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 shares of Parent Common Stock or Parent Preferred Stock, as the case may be, shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder securityholder of Parent. In lieu of any such fractional shareshare of Parent Common Stock, each holder of Company Common Stock or Company Preferred Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I 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 average last reported sale price per share Closing Price on The New York Stock Exchange ("NYSE") of Parent Common Stock for the ten most recent Trading Days ending on The Nasdaq National Market ("Nasdaq") on the Trading Day date immediately preceding before the Closing Date 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 Common Stock to which such holder would otherwise be entitled. For purposes 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 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 NYSE. As promptly as practicable after the determination of the Article I will be paid an amount of cashcash (without interest), if anyrounded down to the nearest cent, determined by multiplying (i) $100 by (ii) the fractional interest of a share of Parent Preferred Stock to which such holder would otherwise 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 subject to and in accordance with the terms of Section 1.9 and this Section 1.10entitled.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock Paired Shares shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of ParentParent or Trust. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock Paired Share upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average of the per share Closing Price closing prices on The the New York Stock Exchange Exchange, Inc. (the "NYSE") of Parent Common Stock for a Paired Share (as reported in the ten most recent Trading Days NYSE Composite Transactions) during the five consecutive trading days ending on the Trading Day trading day immediately preceding prior to the Closing Date date of the Effective Time by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 the ParentParent 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 subject to and in accordance with the terms of Section 1.9 1.6, Section 1.7 and this Section 1.101.8. 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.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1I, 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 security holder of Parent. In lieu of any such fractional share, each holder of Company Common Capital Stock who would otherwise would have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the average of the per share Closing Price closing prices on The the New York Stock Exchange Exchange, Inc. (the "NYSE") of a share of Parent Common Stock for (as reported in the ten most recent Trading Days NYSE Composite Transactions) during the five consecutive trading days ending on the Trading Day trading day immediately preceding prior to the Closing Date date of the Effective Time by (ii) the fractional interest to which such holder would otherwise be entitled. For purposes of 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 NYSE. 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 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 subject to and in accordance with the terms of Section 1.9 1.7, Section 1.8 and this Section 1.101.9. 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.