Common use of No Fractional Securities Clause in Contracts

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 3 contracts

Samples: Merger Agreement (Mail Com Inc), Merger Agreement (Go2net Inc), Merger Agreement (Go2net Inc)

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No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 3 contracts

Samples: Merger Agreement (Marchex Inc), Merger Agreement (Marchex Inc), Merger Agreement (Marchex Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Step One Merger pursuant to Section 2.2(a1.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 2 contracts

Samples: Merger Agreement (Marchex Inc), Merger Agreement (Marchex Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Applicable Average Closing Market Price.

Appears in 2 contracts

Samples: Merger Agreement (Lycos Inc), Merger Agreement (Lycos Inc)

No Fractional Securities. No fractional shares of Parent Common Stock ------------------------ shall be issuable by the Parent upon the conversion of shares of Company Common Stock or the Company Preferred Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock or Company Preferred Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market PricePrice (as defined below).

Appears in 1 contract

Samples: Merger Agreement (Lycos Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash no additional consideration for any fraction of less than one half (1/2) a share and one (1) additional share for any fraction equal to such fraction multiplied by the Closing Market Priceor greater than one half (1/2) a share.

Appears in 1 contract

Samples: Merger Agreement (Marchex Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the as Merger Consideration pursuant to Section 2.2(a) 2.1 hereof. In lieu of any such fractional shares, shares each holder of Company Common Capital Stock who would have otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market PricePrice (calculated in accordance with the relevant provision contained in Section 2.1).

Appears in 1 contract

Samples: Merger Agreement (Marchex Inc)

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No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) 2.2 hereof. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to 5 10 such fraction multiplied by the Closing closing price of a share of Parent Common Stock on the NASDAQ Stock Market Priceon the day on which the Effective Time occurs.

Appears in 1 contract

Samples: Merger Agreement (Mail Com Inc)

No Fractional Securities. No fractional shares Notwithstanding anything to the contrary contained herein, no fraction of a share of Parent Common Stock shall will be issuable issued by the Parent upon the conversion virtue of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional sharesor the transactions contemplated hereby, and each holder of Company Common Stock person who would otherwise have been be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall be entitled to receive instead an amount in cash equal have the number of shares of Parent Common Stock issued to such fraction multiplied by person rounded down in the Closing Market Priceaggregate to the nearest whole share of Parent Common Stock.

Appears in 1 contract

Samples: Merger Agreement (Innovative Payment Solutions, Inc.)

No Fractional Securities. No fractional shares of Parent Common Stock ---- ------------------------ shall be issuable by Parent to any Shareholder in connection with the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereofMerger. In lieu of any such fractional shares, each holder of Company Common Stock Shareholder who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction fractional share multiplied by the Closing Market Price.

Appears in 1 contract

Samples: Merger Agreement (Atmi Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Capital Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Capital Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Go2net Inc)

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