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 Preferred Stock, and the number of shares of Class A Common Stock or Class B Common Stock (as applicable) to be issued shall be rounded down to the nearest whole share. The number of shares 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 Class A Common Stock or Class B Common Stock (as applicable) and the number of shares of Class A Common Stock or Class B Common Stock (as applicable) issuable upon such aggregate conversion. If the conversion would result in any fractional share, the Corporation shall, in lieu of issuing any such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.

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, Series A-l, Series B, Series B-x and Series C Preferred Stock, and the number of shares of Class A Common Stock or Class B Common Stock (as applicable) to be issued shall be rounded down to the nearest whole share. The number of shares issuable upon such conversion shall be determined on the basis of the total number of shares of Series A, Series A-l, Series B, Series B-x and Series C Preferred Stock the holder is at the time converting into Class A Common Stock or Class B Common Stock (as applicable) and the number of shares of Class A Common Stock or Class B Common Stock (as applicable) issuable upon such aggregate conversion. If the conversion would result in any fractional share, the Corporation shall, in lieu of issuing any such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.