No Fractional Shares of Parent Common Stock. No fractional shares or certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the exchange of Eligible Shares and no holder of Eligible Shares immediately prior to the Effective Time shall have any right to vote or have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock in respect of the fractional shares such holder would otherwise be entitled to receive. Notwithstanding any other provision of this Agreement, each holder of Eligible Shares immediately prior to the Effective Time exchanged pursuant to the First Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Eligible Shares formerly represented by Certificates and Book-Entry Shares held by such holder immediately prior to the Effective Time) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the volume weighted average price of Parent Common Stock for the five (5) consecutive trading days ending immediately prior to the Closing Date as reported by Bloomberg, L.P. (the “Parent Closing Price”). As promptly as practicable after the determination of the amount of cash, if any, to be paid to a holder of Eligible Shares immediately prior to the Effective Time who would otherwise be entitled to receive a fractional share of Parent Common Stock, the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange Agent to forward payments to such holders subject to and in accordance with the terms hereof when payable pursuant to this Article III. The payment of cash in lieu of fractional shares of Parent Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the conversion of the Eligible Shares in the First Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.)
No Fractional Shares of Parent Common Stock. No fractional shares or certificates or scrip shares representing fractional shares of Parent Common Stock shall be issued upon the exchange of Eligible Shares and no holder of Eligible Shares immediately prior to such fractional share interests will not entitle the Effective Time shall have any right owner thereof to vote or to have any rights of a stockholder shareholder of Parent or a holder of shares of Parent Common Stock in respect of the fractional shares such holder would otherwise be entitled to receiveStock. Notwithstanding any other provision of this Agreement, each holder of Eligible Shares immediately prior to the Effective Time exchanged pursuant to the First Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Eligible Shares formerly represented by Certificates and Book-Entry Uncertificated Shares held by such holder immediately prior to the Effective Timeholder) shall receive, in lieu thereof, cash (without interest) in an amount (rounded to the nearest cent) equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the volume weighted average price per share of Parent Common Stock on the NYSE for the five (5) ten consecutive trading days ending immediately the two trading days prior to the Closing Date as reported by Bloomberg, L.P. (such price, the “Parent Closing Share Price”). As promptly as practicable after the determination of the amount of cash, if any, to be paid to a holder holders of Eligible Shares immediately prior to the Effective Time who would otherwise be entitled to receive a fractional share of Parent Common Stockinterests, the Exchange Paying Agent shall so notify the Parent, and the Parent shall cause the Exchange Paying Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof when payable pursuant to this Article IIIhereof. The payment of cash in lieu of fractional shares of Parent Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the conversion exchange for the purposes of avoiding the Eligible Shares in expense and inconvenience to the First MergerParent that would be caused by the issuance of fractional shares of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kimball International Inc), Agreement and Plan of Merger (Kimball International Inc)
No Fractional Shares of Parent Common Stock. No fractional shares or certificates or scrip or shares representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Eligible Certificates or Book-Entry Shares and no holder of Eligible Shares immediately prior to such fractional share interests will not entitle the Effective Time shall have any right owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock in respect of the fractional shares such holder would otherwise be entitled to receiveStock. Notwithstanding any other provision of this Agreement, each holder of Eligible Shares immediately prior to the Effective Time shares of Company Common Stock exchanged pursuant to the First Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Eligible Shares formerly represented by Certificates and Book-Entry Shares held delivered by such holder immediately prior to the Effective Timeholder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the average of the volume weighted average price prices of one share of Parent Common Stock for the five (5) consecutive trading days ending immediately prior to the Closing Date as reported by Bloomberg, L.P. (the “Parent Closing Price”). As promptly as practicable after the determination of the amount of cash, if any, to be paid to a holder holders of Eligible Shares immediately prior shares of Company Common Stock exchanged pursuant to the Effective Time Merger who would otherwise be have been entitled to receive a fractional fraction of a share of Parent Common StockStock (after taking into account all Certificates and Book-Entry Shares delivered by such holder), the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof when payable pursuant to this Article III. The payment of cash in lieu of fractional shares of Parent Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the conversion of the Eligible Shares in the First Mergerhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CYS Investments, Inc.), Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)
No Fractional Shares of Parent Common Stock. No fractional shares or certificates or scrip or shares representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Eligible Certificates or Book-Entry Shares and no holder of Eligible Shares immediately prior to such fractional share interests will not entitle the Effective Time shall have any right owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock in respect of the fractional shares such holder would otherwise be entitled to receiveStock. Notwithstanding any other provision of this Agreement, each holder of Eligible Shares immediately prior to the Effective Time shares of Company Common Stock exchanged pursuant to the First Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Eligible Shares formerly represented by Certificates and Book-Entry Shares held delivered by such holder immediately prior to the Effective Timeholder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the volume weighted average price of Parent Common Stock for the five (5) consecutive trading days ending immediately prior to the Closing Date as reported by Bloomberg, L.P. (the “Parent Closing Price”). As promptly as practicable after the determination of the amount of cash, if any, to be paid to a holder holders of Eligible Shares immediately prior shares of Company Common Stock exchanged pursuant to the Effective Time Merger who would otherwise be have been entitled to receive a fractional fraction of a share of Parent Common StockStock (after taking into account all Certificates and Book-Entry Shares delivered by such holder), the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof when payable pursuant to this Article III. The payment of cash in lieu of fractional shares of Parent Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the conversion of the Eligible Shares in the First Mergerhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Owens Realty Mortgage, Inc.)
No Fractional Shares of Parent Common Stock. No fractional shares or certificates or scrip or shares representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Eligible Certificates or Book-Entry Shares and no holder of Eligible Shares immediately prior to such fractional share interests will not entitle the Effective Time shall have any right owner thereof to vote or to have any rights of a stockholder shareholder of Parent or a holder of shares of Parent Common Stock in respect of the fractional shares such holder would otherwise be entitled to receiveStock. Notwithstanding any other provision of this Agreement, each holder of Eligible Shares immediately prior to the Effective Time shares of Company Common Stock exchanged pursuant to the First Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Eligible Shares formerly represented by Certificates and Book-Entry Shares held delivered by such holder immediately prior to the Effective Timeholder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the volume weighted average price of Parent Common Stock for the five (5) consecutive trading days ending immediately prior to the Closing Date as reported by Bloomberg, L.P. (the “Parent Closing Price”). As promptly as practicable after the determination of the amount of cash, if any, to be paid to a holder holders of Eligible Shares immediately prior shares of Company Common Stock exchanged pursuant to the Effective Time Merger who would otherwise be have been entitled to receive a fractional fraction of a share of Parent Common StockStock (after taking into account all Certificates and Book-Entry Shares delivered by such holder), the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof when payable pursuant to this Article III. The payment of cash in lieu of fractional shares of Parent Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the conversion of the Eligible Shares in the First Mergerhereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Rice Energy Operating LLC)
No Fractional Shares of Parent Common Stock. No fractional certificates, scrip or shares or certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Eligible Certificates or Book-Entry Shares and no holder of Eligible Shares immediately prior to such fractional share interests will not entitle the Effective Time shall have any right owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock in respect of the fractional shares such holder would otherwise be entitled to receiveStock. Notwithstanding any other provision of this Agreement, each holder of Eligible Shares immediately prior to the Effective Time shares of Company Common Stock exchanged pursuant to the First Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Eligible Shares formerly represented by Certificates and Book-Entry Shares held delivered by such holder immediately prior to the Effective Timeholder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the volume weighted average price of Parent Common Stock for the five (5) consecutive trading days ending immediately prior to the Closing Date as reported by Bloomberg, L.P. (the “Parent Closing Price”). As promptly as reasonably practicable after the Closing and Parent’s receipt of written notification from the Exchange Agent of the determination of the amount of cash, if any, to be paid to a holder holders of Eligible Shares immediately prior to the Effective Time who would otherwise be entitled to receive a fractional share of Parent Common Stockinterests, the Exchange Agent shall so notify Parent, and Parent shall cause instruct the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof when payable pursuant to this Article IIIhereof. The Parties acknowledge that payment of cash consideration in lieu of issuing fractional shares of Parent Common Stock is was not a separately bargained-bargained for consideration but merely represents a mechanical rounding-rounding off for purposes of simplifying the fractions in corporate and accounting problems that would otherwise be caused by the conversion issuance of the Eligible Shares in the First Mergerfractional share of Parent Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)
No Fractional Shares of Parent Common Stock. No fractional shares or certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the exchange of Eligible Shares and no holder of Eligible Shares immediately prior to the Effective Time shall have any right to vote or have any other rights of a stockholder of Parent or a holder of shares of Parent Common Stock in respect of the fractional shares such holder would otherwise be entitled to receive. Notwithstanding any other provision of this Agreement, each holder of Eligible Shares immediately prior to the Effective Time exchanged pursuant to the First Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Eligible Shares formerly represented by Certificates and Book-Entry Shares held by such holder immediately prior to the Effective Time) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Common Stock multiplied by (ii) the volume weighted average price of Parent Common Stock for the five (5) consecutive trading days ending immediately prior to the Closing Date as reported by BloombergBxxxxxxxx, L.P. or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company (the “Parent Closing Price”). As promptly as practicable after the determination of the amount of cash, if any, to be paid to a holder of Eligible Shares immediately prior to the Effective Time who would otherwise be entitled to receive a fractional share of Parent Common Stock, the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange Agent to forward payments to such holders subject to and in accordance with the terms hereof when payable pursuant to this Article III. The payment of cash in lieu of fractional shares of Parent Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the conversion of the Eligible Shares in the First Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwestern Energy Co)
