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.

No Fractional Share Certificates. Unless Parent otherwise determines, no (a) No scrip or fractional share certificates certificate for Parent ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock shall or ARC Series A-3 Preferred Stock will be issued upon the surrender for exchange of certificates evidencing shares of Company Capital StockAmDoc Shares, and an outstanding fractional share interest shall will not entitle the owner thereof to vote, to receive dividends or to any rights of a stockholder of Parent ARC or of the Surviving Corporation with respect to such fractional share interest. In lieu of fractional shares. (b) As promptly as practicable following the Effective Time, ARC shall deliver to the Exchange Agent for deposit in the Exchange Fund an amount sufficient for the Exchange Agent to pay (i) 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 AmDoc 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 AmDoc Common Stock held at the Effective Time by such holder) by $12.00, (bii) the closing price for a share each holder of Parent Common AmDoc Series A Preferred 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 (equal to the "CASH DEPOSIT") sufficient for product obtained by multiplying the Exchange Agent to pay each holder of Company Capital Stock the amount of cash in lieu of fractional shares share interest to which such holder is would otherwise be entitled pursuant (after taking into account all shares of AmDoc Series A Preferred Stock held at the Effective Time by such holder) by $12.00, (iii) each holder of AmDoc Series B Preferred Stock an amount in cash equal to this Section 3.04. the product obtained by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of AmDoc Series B Preferred Stock held at the Effective Time by such holder) by $12.00 and (iv) each holder of AmDoc Series C Preferred Stock an amount in cash equal to the product obtained by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of AmDoc Series C Preferred Stock held at the Effective Time by such holder) by $12.00. (c) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Capital Stock AmDoc Shares with respect to any fractional share interests, the Exchange Agent shall make available pay to such holders such amounts, net of any required withholding, to such holders of Company Capital StockAmDoc Shares, subject to and in accordance with the terms of Section 3.02. In no event 2.5 hereof. (d) Any portion of the Exchange Fund which remains undistributed for six (6) months after the Effective Time shall either (i) the total cash consideration paid be delivered to ARC, upon demand, and any holders of Company Capital AmDoc Shares who have not theretofore complied with the provisions of this Article II shall thereafter look only to ARC for satisfaction of their claims for ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock, any cash 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 ARC Class A Common Stock, ARC Series A-1 Preferred Stock, ARC Series A-2 Preferred Stock or ARC Series A-3 Preferred Stock and any Pre-Surrender Dividends, in each case, without any interest thereon. (iie) any holder of Company Capital Stock, directly or indirectly, receive The Exchange Agent shall invest all cash included in an amount equal the Exchange Fund as directed by ARC. Any interest and other income resulting from such investments shall be paid to or greater than the value of one full share of Parent Company StockARC.

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.