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 Common Stock to be issued that 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 lime converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. ((ii)) Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Preferred Stock pursuant to this Section 4, this Company, 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 Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. This Company shall, upon the written request at any time of any bolder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment and readjustment, (b) the Conversion Price for such Preferred Stock at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of the Preferred Stock.

Appears in 2 contracts

Samples: Rights Agreement (Bayhill Therapeutics, Inc.), Bayhill Therapeutics, 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 Preferred Stock, and the number of shares of Common Conversion Stock to be issued that 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 Preferred Stock the holder is at the lime time converting into Common Stock and the number of shares of Common Conversion Stock issuable upon such aggregate conversion. ((ii)) Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Preferred Stock pursuant to this Section 4Article IV3.c, this Companythe Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. This Company The Corporation shall, upon the written request at any time of any bolder holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (aA) such adjustment and readjustment, (bB) the Conversion Price for such the Preferred Stock at the that time in effect, and (cC) the number of shares of Common Conversion Stock and the amount, if any, of other property which at the time that would be received upon the conversion of a share of the such Preferred StockStock at that time.

Appears in 2 contracts

Samples: Loan and Security Modification Agreement (Singulex Inc), Loan and Security Modification Agreement (Singulex Inc)

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