No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 9 contracts
Samples: Investor Rights Agreement (Bayhill Therapeutics, Inc.), Shareholders' Agreement (Discovery Partners International Inc), Preferred Stock Purchase Agreement (Etoys Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock and Series B Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock and Series B Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 6 contracts
Samples: Loan and Security Agreement (Corsair Communications Inc), Intercreditor Agreement (Corsair Communications Inc), Warrant Agreement (Corsair Communications Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 5 contracts
Samples: Confidential Treatment Requested (Vitae Pharmaceuticals, Inc), Confidential Treatment Requested (Vitae Pharmaceuticals, Inc), Investor Rights Agreement (Adknowledge Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 5 contracts
Samples: Shareholders' Agreement (Pemstar Inc), Investor Rights Agreement (SRS Labs Inc), Exchange Agreement (Entravision Communications Corp)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Corsair Communications Inc), Stock Purchase Agreement (Corsair Communications Inc), Warrant Agreement (Corsair Communications Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Orion Acquisition Corp Ii), Agreement and Plan of Merger (Orion Acquisition Corp Ii), Agreement and Plan of Merger (Selena Pharmeceuticals Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole shareshare (with one-half being rounded upward). Whether or not fractional The calculation of the number of shares are issuable upon such conversion to be issued shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share the Series B Preferred Stock or shares of the Series M Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock or Series M Preferred Stock, as applicable, the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Genomic Solutions Inc), Preferred Stock Purchase Agreement (Genomic Solutions Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded determined by rounding to the nearest whole share. Whether or not fractional shares are issuable upon such Such conversion shall be determined on the basis of the total number of shares of the Series A Preferred Stock the holder is at the time converting into Common Stock and such rounding shall apply to the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 2 contracts
Samples: Investor Rights Agreement (Intellisys Group Inc), Stock Purchase Agreement (Intellisys Group Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series E Preferred Stock, and the number of shares of Common Stock to be issued on conversion shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total aggregate number of shares of Series E Preferred Stock the each holder is at the time converting into Common Stock Stock, and the aggregate number of shares of Common Stock issuable to each such holder upon such aggregate conversion.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Imarx Therapeutics Inc), Asset Purchase Agreement (Imarx Therapeutics Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series C Convertible Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series C Convertible Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share. Whether or not fractional The number of shares are of Common Stock issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversionStock.
Appears in 1 contract
Samples: Directed Share Agreement (Corsair Communications Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock, and the number of shares of Common Stock common stock to be issued shall be rounded determined by rounding to the nearest whole share. Whether or not fractional shares are issuable upon such Such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock common stock and such rounding shall apply to the number of shares of Common Stock common stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Subscription Agreement (MCF Corp)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion share (with one-half being rounded upward) and shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock or Series B Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.into
Appears in 1 contract
Samples: Rights Agreement (Adknowledge Inc)
No Fractional Shares and Certificate as to Adjustments. (ia) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole shareshare (with one-half being rounded upward). Whether or not fractional The calculation of the number of shares are issuable upon such conversion to be issued shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Asset Purchase Agreement (Central Iowa Energy, LLC)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Warrant Agreement (Opentable Inc)
No Fractional Shares and Certificate as to Adjustments. (i1) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, Stock and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be , determined on the basis of the total number of shares of the Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maxwell Technologies Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred StockSeries B, and the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock Series B the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Registration Rights Agreement (Victory Divide Mining CO)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Preferred Stock Rescission and Purchase Agreement (Blue Holdings, Inc.)
No Fractional Shares and Certificate as to Adjustments. (ia) No fractional shares shall be issued issuable upon the conversion of any share or shares of the Preferred Stockconversion, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. Whether or not If any fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares interest in a share of Common Stock issuable would, except for the provisions of this Section 4.6, be deliverable upon conversion of the shares of Series A Preferred Stock then being converted, the Corporation shall pay to the holder thereof an amount in cash equal to the current market value of such aggregate conversionfractional interest, as determined by the Corporation’s Board of Directors.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred StockSeries A, and the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock Series A the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Registration Rights Agreement (Victory Divide Mining CO)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded up to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series A Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred StockSeries B Preferred, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional The number of shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
No Fractional Shares and Certificate as to Adjustments. (i) No In lieu of any fractional shares to which a holder of Preferred Stock would otherwise be entitled upon conversion, the Corporation shall be issued upon pay cash equal to such fraction multiplied by the conversion fair market value of any one share or shares of Common Stock, as determined in good faith by the Board of Directors of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole shareCorporation. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the of each holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Skyauction Com Inc)
No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series B Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, and the Company shall round the number of fractional shares of Common Stock to be issued shall be rounded up to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversionwhole shares.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Echo Metrix, Inc.)
