Common use of No Fractional Share Certificates Clause in Contracts

No Fractional Share Certificates. Unless Parent otherwise determines, no scrip or fractional share certificates for Parent Common Stock shall be issued upon the surrender for exchange of certificates evidencing shares of Company Capital Stock, 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. In lieu of fractional shares, each holder of shares of Company Capital Stock who, except for the provisions of this Section 3.04, would be entitled to receive a fractional share of Parent Common Stock shall, upon surrender of the certificate or certificates representing shares of Company Capital Stock, be entitled to receive an amount in cash (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (a) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Capital Stock held at the Effective Time by such holder) by (b) the closing price for a share of Parent Common Stock on the NYSE on the first business day immediately prior to the Effective Time. At or prior to the Effective Time, Parent shall pay to the Exchange Agent an amount in cash (the "CASH DEPOSIT") sufficient for the Exchange Agent to pay each holder of Company Capital Stock the amount of cash in lieu of fractional shares to which such holder is entitled pursuant to this Section 3.04. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Capital Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of Company Capital Stock, subject to and in accordance with the terms of Section 3.02. In no event shall either (i) the total cash consideration paid to holders of Company Capital Stock in lieu of fractional shares exceed one percent (1%) of the value of the total consideration issued to holders of Company Capital Stock in exchange for their Company Capital Stock or (ii) any holder of Company Capital Stock, directly or indirectly, receive cash in an amount equal to or greater than the value of one full share of Parent Company Stock.

No Fractional Share Certificates. Unless Parent WAG otherwise determines, no scrip or fractional share certificates for Parent WAG Common Stock shall be issued upon the surrender for exchange of certificates evidencing shares of Company Capital Stock, 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 WAG or of the Surviving Corporation with respect to such fractional share interest. In lieu of fractional shares, each holder of shares of Company Capital Common Stock who, except for the provisions of this Section 3.04, would be entitled to receive a fractional share of Parent WAG Common Stock shall, upon surrender of the certificate or certificates representing shares of Company Capital Common Stock, be entitled to receive an amount in cash (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (a) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Capital Stock held at the Effective Time by such holder) by (b) the closing price for a share of Parent WAG Common Stock reported on the NYSE Nasdaq on the first business day immediately prior to the Effective Time. At or prior to the Effective Time, Parent shall pay to the Exchange Agent an amount in cash (the "CASH DEPOSIT") sufficient for the Exchange Agent to pay each holder of Company Capital Common Stock the amount of cash in lieu of fractional shares to which such holder is entitled pursuant to this Section 3.04. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Capital Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of Company Capital Common Stock, subject to and in accordance with the terms of Section 3.02. In no event shall either (i) the total cash consideration paid to holders of Company Capital Common Stock in lieu of fractional shares exceed one percent (1%) of the value of the total consideration issued to holders of Company Capital Common Stock in exchange for their Company Capital Stock or (ii) any record holder of Company Capital Common Stock, directly or indirectly, receive cash in an amount equal to or greater than the value of one full share of Parent WAG Company Stock. SECTION 3.05.

No Fractional Share Certificates. Unless Parent WAG otherwise determines, no scrip or fractional share certificates for Parent WAG Common Stock shall be issued upon the surrender for exchange of certificates evidencing shares of Company Capital Stock, 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 WAG or of the Surviving Corporation with respect to such fractional share interest. In lieu of fractional shares, each holder of shares of Company Capital Common Stock who, except for the provisions of this Section 3.04, would be entitled to receive a fractional share of Parent WAG Common Stock shall, upon surrender of the certificate or certificates representing shares of Company Capital Common Stock, be entitled to receive an amount in cash (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (a) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Capital Stock held at the Effective Time by such holder) by (b) the closing price for a share of Parent WAG Common Stock reported on the NYSE Nasdaq on the first business day immediately prior to the Effective Time. At or prior to the Effective Time, Parent shall pay to the Exchange Agent an amount in cash (the "CASH DEPOSIT") sufficient for the Exchange Agent to pay each holder of Company Capital Common Stock the amount of cash in lieu of fractional shares to which such holder is entitled pursuant to this Section 3.04. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Capital Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of Company Capital Common Stock, subject to and in accordance with the terms of Section 3.02. In no event shall either (i) the total cash consideration paid to holders of Company Capital Common Stock in lieu of fractional shares exceed one percent (1%) of the value of the total consideration issued to holders of Company Capital Common Stock in exchange for their Company Capital Stock or (ii) any record holder of Company Capital Common Stock, directly or indirectly, receive cash in an amount equal to or greater than the value of one full share of Parent WAG Company Stock.

No Fractional Share Certificates. Unless Parent otherwise determines, no (a) No scrip or fractional share certificates certificate for Parent CGI Common Stock shall be issued upon the surrender for exchange of certificates evidencing shares of Company STC Capital Stock, and an outstanding fractional share interest shall not entitle the owner thereof (i) to vote, (ii) to receive dividends or (iii) to any rights of a stockholder of Parent CGI or of the Surviving Corporation with respect to such fractional share interest. In lieu (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of fractional shares(i) the number of full shares of CGI Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 3.02 over (ii) the aggregate number of full shares of CGI Common Stock to be distributed to holders of STC Capital Stock pursuant to Section 3.02 (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of STC Capital Stock, shall sell the Excess Shares at then prevailing prices on the NMS, all in the manner provided in subsection (c) of this Section 3.04. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NMS through one or more member firms of such exchange and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of STC Capital Stock, the Exchange Agent shall hold such proceeds in trust for the holders of STC Capital Stock (the "Trust"). CGI 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 Excess Shares. The Exchange Agent shall determine the portion of the Trust to which each holder of STC Capital Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Trust by a fraction the numerator of which is the amount of fractional share interests to which such holder of STC Capital Stock is entitled (after taking into account all shares of Company STC Capital Stock who, except for held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of STC Capital Stock are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 3.04, would be entitled to receive a fractional share of Parent Common Stock shallCGI may, upon surrender in lieu of the certificate or certificates representing shares issuance and sale of Company Capital StockExcess Shares and the making of the payments contemplated in such subsections, be entitled pay to receive the Exchange Agent an amount in cash (rounded sufficient for the Exchange Agent to the nearest whole cent), without interest, pay each holder of STC Capital Stock an amount in cash equal to the product obtained by multiplying (ai) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company STC Capital Stock held at the Effective Time by such holder) by (bii) the closing price for a share of Parent CGI Common Stock on the NYSE NMS on the first business day immediately prior to the Effective Time. At or prior to following the Effective Time, Parent and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall pay be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent an amount in cash (the "CASH DEPOSIT") sufficient for the Exchange Agent to pay each holder of Company Capital Stock the amount of cash in lieu of fractional shares to which such holder is entitled pursuant to this Section 3.043.02. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company STC Capital Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, excise or similar tax, to such holders of Company STC Capital Stock, subject to and in accordance with the terms of Section 3.02. In no event shall either (if) the total cash consideration paid to holders of Company Capital Stock in lieu of fractional shares exceed one percent (1%) Any portion of the value of Exchange Fund or the total consideration issued Trust which remains undistributed for six months after the Effective Time shall be delivered to holders of Company Capital Stock in exchange for their Company Capital Stock or (ii) CGI, and any holder of Company STC Capital Stock, directly or indirectly, receive cash in an amount equal to or greater than the value of one full share of Parent Company Stock.Stock who has not theretofore complied 10

No Fractional Share Certificates. Unless Parent otherwise determines, no scrip or fractional share certificates for Parent Common Stock shall be issued upon the surrender for exchange of certificates evidencing shares of Company Capital Stock, 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. In lieu of fractional shares, each holder of shares of Company Capital Stock who, except for the provisions of this Section 3.04, would be entitled to receive a fractional share of Parent Common Stock shall, upon surrender of the certificate or certificates representing shares of Company Capital Stock, be entitled to receive an amount in cash (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying (a) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of Company Capital Stock held at the Effective Time by such holder) by (b) the closing price for a share of Parent Common Stock on the NYSE NASDAQ on the first business day immediately prior to the Effective Time. At or prior to the Effective Time, Parent shall pay to the Exchange Agent an amount in cash (the "CASH DEPOSIT") sufficient for the Exchange Agent to pay each holder of Company Capital Stock the amount of cash in lieu of fractional shares to which such holder is entitled pursuant to this Section 3.04. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Capital Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of Company Capital Stock, subject to and in accordance with the terms of Section 3.02. In no event shall either (i) the total cash consideration paid to holders of Company Capital Stock in lieu of fractional shares exceed one percent (1%) of the value of the total consideration issued to holders of Company Capital Stock in exchange for their Company Capital Stock or (ii) any holder of Company Capital Stock, directly or indirectly, receive cash in an amount equal to or greater than the value of one full share of Parent Company Common Stock.