Common use of No Fractional Share Certificates Clause in Contracts

No Fractional Share Certificates. No scrip or fractional share Parent Certificate shall be issued upon the surrender for exchange of Company Certificates, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder of Parent or of Surviving Corporation with respect to such fractional share interest. As promptly as practicable following the Effective Time, Parent shall deposit with the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of Company Common Stock or Company Preferred Stock an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or Company Preferred Stock held at the Effective Time by such holder) by (ii)

Appears in 2 contracts

Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)

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No Fractional Share Certificates. No scrip or fractional share of Parent Certificate Common Stock shall be issued upon the surrender for exchange of Company CertificatesShares, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder of Parent or of Surviving Corporation with respect to such fractional share interest. As promptly as practicable following of the Effective Time, Parent shall deposit with the Exchange Agent Depository an amount in cash sufficient for the Exchange Agent Depository to pay each holder of Company Common Stock or Company Preferred Stock Shares an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or Company Preferred Stock Shares held at the Effective Time by such holder) by (ii)) the Parent Stock Price.

Appears in 2 contracts

Samples: Share Exchange Agreement (North American Vaccine Inc), Share Exchange Agreement (North American Vaccine Inc)

No Fractional Share Certificates. No scrip or fractional share Parent Certificate shall be issued upon the surrender for exchange of Company Certificates, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder shareholder of Parent or of Surviving Corporation with respect to such fractional share interest. As promptly as practicable following the Effective Time, Parent shall deposit with the Exchange Agent (in addition to funds representing any Cash Consideration payable in accordance with Section 3.01(a)) an amount in cash sufficient for the Exchange Agent to pay each holder of Company Common Stock or Company Preferred Stock an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or Company Preferred Stock held at the Effective Time by such holder) by (ii)

Appears in 2 contracts

Samples: Agreement and Plan of Merger (At Plan Inc), Agreement and Plan of Merger and Reorganization (At Plan Inc)

No Fractional Share Certificates. No scrip or fractional share Parent Certificate shall be issued upon the surrender for exchange of Company Certificates, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder of Parent or of Surviving Corporation with respect to such fractional share interest. As promptly as practicable following the Effective Time, Parent shall deposit with the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of Company Common Stock or Company Preferred Stock an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or Company Preferred Stock held at the Effective Time by such holder) by (ii)

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc)

No Fractional Share Certificates. No scrip or Parent Certificate representing a fractional share of Parent Certificate Common Stock shall be issued upon the surrender for exchange of Company Certificates, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder of Parent or of Surviving Corporation with respect to such fractional share interest. As promptly as practicable following the Effective Time, Parent shall deposit with the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of Company Common Stock or Company Preferred Stock an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or Company Preferred Stock held at the Effective Time by such holder) by (ii)

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ariel Corp), Agreement and Plan of Merger (Mayan Networks Corp/Ca)

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No Fractional Share Certificates. No scrip or fractional share Parent Certificate shall be issued upon the surrender for exchange of Company Certificates, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder of Parent or of the Surviving Corporation with respect to such fractional share interest. As promptly as practicable following the Effective Time, Parent shall deposit with the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of Company Common Stock or Company Preferred Stock an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or Company Preferred Stock held at the Effective Time by such holder) by (ii)

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.)

No Fractional Share Certificates. No scrip or fractional share of Parent Certificate Common Stock shall be issued upon the surrender for exchange of Company CertificatesCommon Shares or Company Preferred Shares (collectively, "Company Shares"), and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder of Parent or of Surviving Corporation with respect to such fractional share interest. As promptly as practicable following of the Effective Time, Parent shall deposit with the Exchange Agent Depository an amount in cash sufficient for the Exchange Agent Depository to pay each holder of Company Common Stock or Company Preferred Stock Shares an amount in cash, rounded to the nearest whole cent, equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock or Company Preferred Stock Shares held at the Effective Time by such holder) by (ii)) the Parent Stock Price.

Appears in 1 contract

Samples: Share Exchange Agreement (Baxter International Inc)

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