Common use of No Fractional Shares and Certificate as to Adjustments Clause in Contracts

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. In lieu of any fractional share to which any holder of Preferred Shares would otherwise be entitled, the Corporation shall pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Director as of the date of conversion. 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 2 contracts

Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Joint Operating Agreement (International Microcomputer Software Inc /Ca/)

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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. In lieu This Corporation shall provide the holder of any fractional share to which any holder interest with an amount of Preferred Shares would otherwise be entitled, the Corporation shall pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s fair market value as determined in good faith of one share of this Corporation’s Common Stock multiplied by the Board of Director as of the date of conversionsuch fractional interest. 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

Samples: Combination Agreement (Equinix 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. In lieu Stock and the aggregate number of shares of Common Stock to be issued to particular stockholders, shall be rounded down to the nearest whole share and this corporation shall pay in cash the fair market value of any fractional share to which any holder of Preferred Shares would otherwise be entitled, the Corporation shall pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Director shares as of the date of conversiontime when entitlement to receive such fractions is determined. Whether or not fractional shares are would be 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: Agreement and Plan of Merger (Victory Acquisition 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. In lieu Any fractional interest in a share of any fractional share to which any holder of Preferred Shares would otherwise be entitled, the Corporation shall pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Director as of the date of conversion. Whether or not fractional shares are issuable upon such Stock resulting from conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock will be paid in cash (computed to the holder nearest cent) based on the fair market value (as defined in subsection 3(c)(ii) above) of the Common Stock. If more than one share of Series A Preferred Stock is surrendered for conversion at substantially the same time converting into Common Stock and by the same holder, the number of full shares of Common Stock issuable upon such aggregate conversionthe conversion will be computed on the basis of all the shares of Series A Preferred Stock surrendered at that time by that holder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunstone Hotel Investors 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. In lieu of any fractional share shares to which any the holder of Preferred Shares would otherwise be entitled, the Corporation shall pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s then fair market value of a share of Common Stock as determined in good faith by the Board of Director as Directors. The number of the date shares of conversion. Whether or not fractional shares are issuable Common Stock to be issued 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: Agreement (KeyOn Communications Holdings Inc.)

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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. In lieu , Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, and the number of any fractional share shares of Common Stock to which any holder of Preferred Shares would otherwise be entitled, the Corporation issued shall pay the holder cash equal be rounded up to the product nearest whole share. The number of such fraction multiplied by the shares of Common Stock’s fair market value as determined in good faith by the Board of Director as of the date of conversion. Whether or not fractional shares are 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, Series C Preferred Stock and Series D 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: Preferred Stock Purchase 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 D Preferred Stock. In lieu Stock under Section 3, and the aggregate number of shares of Common Stock to be issued to particular stockholders, shall be rounded down to the nearest whole share and the corporation shall pay in cash the fair market value of any fractional share to which any holder of Preferred Shares would otherwise be entitled, the Corporation shall pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s fair market value as determined in good faith by the Board of Director shares as of the date of conversiontime when entitlement to receive such fractions is determined. Whether or not fractional shares are would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series A D 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: Agreement and Plan of Merger and Reorganization (Valeritas 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. In lieu of any fractional share shares to which any the holder of Preferred Shares would otherwise be entitled, the Corporation Company shall pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s then fair market value of a share of Common Stock as determined in good faith by the Board of Director as Directors. The number of the date shares of conversion. Whether or not fractional shares are issuable Common Stock to be issued 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: Purchase Agreement (Ion Networks Inc)

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