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 Preferred Share after aggregating all Preferred Shares owned by the holder thereof and, in lieu of any fractional shares to which such holder would otherwise be entitled, the LLC shall pay cash equal to such fraction multiplied by the then effective fair market value of such share, as determined by the Board. (ii) Upon the occurrence of each adjustment or readjustment of the any Conversion Price pursuant to this Section 4.03, the LLC, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The LLC shall, upon the written request at any time of any holder of Preferred Shares, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price of such Preferred Shares at the time in effect and (C) the number of Common Shares and the amount, if any, of other property which at the time would be received upon the conversion of such Preferred Share.

Appears in 3 contracts

Samples: Operating Agreement (Arvinas Holding Company, LLC), Operating Agreement (Arvinas Holding Company, LLC), Operating Agreement (Arvinas Holding Company, LLC)

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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 of Series B Preferred Share after aggregating all Preferred Shares owned by the holder thereof and, in Stock. In lieu of any fractional shares to which such the holder would otherwise be entitled, the LLC Company shall pay cash equal round the number of fractional shares up to such fraction multiplied by the then effective fair market value nearest number of such share, as determined by the Boardwhole shares. (ii) Upon the occurrence of each adjustment or readjustment of the any Conversion Price of any Series B Preferred Stock pursuant to this Section 4.035(g)(ii), the LLCCompany, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of the Series B Preferred Shares Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The LLC Company shall, upon the written request at any time of any holder of Series B Preferred SharesStock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price of such Preferred Shares at the time in effect effect, and (C) the number of shares of Common Shares Stock and the amount, if any, of other property which that at the time would be received upon the conversion of a share of such Series B Preferred ShareStock.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Echo Metrix, Inc.)

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No Fractional Shares and Certificate as to Adjustments. (i1) No fractional shares shall be issued upon the conversion of any the Series A Preferred Share after aggregating all Stock and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share, determined on the basis of the total number of shares of the Series A Preferred Shares owned by the holder thereof and, in lieu is at the time converting into Common Stock and the number of any fractional shares to which of Common Stock issuable upon such holder would otherwise be entitled, the LLC shall pay cash equal to such fraction multiplied by the then effective fair market value of such share, as determined by the Boardaggregate conversion. (ii2) Upon the occurrence of each adjustment or readjustment of the any Conversion Price pursuant to this Section 4.03section 3.2.4, the LLCCorporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of the Series A Preferred Shares Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The LLC Corporation shall, upon the written request at any time of any holder of Preferred Sharesthe Series A Preferred, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and or readjustment, (B) the Conversion Price of such Preferred Shares at the time in effect effect, and (C) the number of shares of Common Shares Stock and the amount, if any, of other property which at the time would be received upon the conversion of such a share of Series A Preferred ShareStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Maxwell Technologies Inc)

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