Common use of No Fractional Shares of Parent Common Stock Clause in Contracts

No Fractional Shares of Parent Common Stock. No certificates or scrip or shares representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account and aggregating all Certificates and Book-Entry Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) the aggregate net cash proceeds as determined below and (ii) a fraction, the numerator of which is such fractional part of a share of Parent Common Stock, and the denominator is the number of shares of Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock. As promptly as possible following the Effective Time, the Exchange Agent shall sell at then-prevailing prices on the NYSE such number of shares of Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock, with the cash proceeds (net of all commissions, transfer taxes and other out-of-pocket costs and expenses of the Exchange Agent incurred in connection with such sales) of such sales to be used by the Exchange Agent to fund the foregoing payments in lieu of fractional shares (and if the proceeds of such share sales by the Exchange Agent are insufficient for such purpose, then Parent shall promptly deliver to the Exchange Agent additional funds in an amount equal to the deficiency required to make all such payments in lieu of fractional shares). 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 exchange.

No Fractional Shares of Parent Common Stock. (i) No certificates or scrip or shares representing fractional shares of Parent Common Stock shall be issued upon in the surrender for exchange of Certificates or Book-Entry Shares Merger and such any fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock. Parent. (ii) Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a fractional share of Parent Common Stock (after taking into account and aggregating all Certificates and Book-and/or Book Entry Shares delivered held by such holder) shall receive, in lieu thereof, cash (without interest) representing such holder’s proportionate interest, if any, in an amount the proceeds from the sale by the Exchange Agent in one or more transactions of shares of Parent Common Stock equal to the product excess of (iA) the aggregate net cash number of shares of Parent Common Stock to be delivered to the Exchange Agent by Parent pursuant to Section 2.2(a) over (B) the aggregate number of whole shares of Parent Common Stock to be distributed to the holders of shares of Company Common Stock pursuant to Section 2.2(b) (such excess, the “Excess Shares”). As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of shares of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock, shall sell the Excess Shares at then prevailing prices on the NASDAQ Stock Market (“NASDAQ”) or OTC Bulletin Board, as applicable, in the manner provided in the following paragraph. (iii) The sale of the Excess Shares by the Exchange Agent, as agent for the holders of shares of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock, shall be executed on the NASDAQ or OTC Bulletin Board, as applicable, and shall be executed in round lots to the extent practicable. Until the proceeds as determined below and of such sale or sales have been distributed to the holders of shares of Company Common Stock, the Exchange Agent shall hold such proceeds in trust for the holders of shares of Company Common Stock that would otherwise receive fractional shares of Parent Common Stock (ii) the “Common Shares Trust”). The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of shares of Company Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of Company Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional part share interests to which all holders of a share Shares would otherwise be entitled. (iv) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock in lieu of any fractional shares of Parent Common Stock, and the denominator is the number Exchange Agent shall pay such amounts to such holders of shares of Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock. As promptly as possible following the Effective Timewithout interest, the Exchange Agent shall sell at then-prevailing prices on the NYSE such number of shares of Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock, subject to and in accordance with the cash proceeds (net of all commissions, transfer taxes and other out-of-pocket costs and expenses of the Exchange Agent incurred in connection with such sales) of such sales to be used by the Exchange Agent to fund the foregoing payments in lieu of fractional shares (and if the proceeds of such share sales by the Exchange Agent are insufficient for such purpose, then Parent shall promptly deliver to the Exchange Agent additional funds in an amount equal to the deficiency required to make all such payments in lieu of fractional shares). 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 exchangeSection 2.2.

No Fractional Shares of Parent Common Stock. No certificates or scrip or shares representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates or Book-Entry Eligible Shares and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock Eligible Shares exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account and aggregating all Certificates and Book-Entry Shares delivered held by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) the aggregate net cash proceeds as determined below and (ii) a fraction, the numerator of which is such fractional part of a share of Parent Common Stock, and the denominator of which is the number of shares of Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock. As promptly as possible following the Effective Time, the Exchange Agent shall sell at then-then prevailing prices on of the NYSE such number of shares of Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock, with the cash proceeds (net of all commissions, transfer taxes Taxes and other out-of-pocket costs and expenses of the Exchange Agent incurred in connection with such sales) of such sales to be used by the Exchange Agent to fund the foregoing payments in lieu of fractional shares (and if the proceeds of such share sales by the Exchange Agent are insufficient for such purpose, then Parent shall promptly deliver to the Exchange Agent additional funds in an amount equal to the deficiency required to make all such payments in lieu of fractional shares). 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 exchange.

No Fractional Shares of Parent Common Stock. (a) No certificates or scrip or of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder shareholder of Parent or a holder of shares of Parent Common Stock. . (b) Notwithstanding any other provision of this Agreement, each holder of shares of Shares or Company Common Preferred Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account and aggregating all Certificates and Book-Entry Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to and in the product of manner described below: (i) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of full shares of Parent Common Stock that would be issuable pursuant to Section 2.1(c) but for the operation of this Section 2.7 over (B) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Shares giving effect to the operation of this Section 2.7 (such excess being herein called the "EXCESS COMMON SHARES"). Following the Effective Time, the Exchange Agent, as agent for the holders of Shares, shall sell the Excess Common Shares at then prevailing prices on the NYSE, all in the manner provided in subsection (iii) of this Section 2.7. (ii) As promptly as practicable following the 30-day election period referred to in Section 2.1(d)(i) and the 45-day election period referred to in Section 2.1(e)(ii), the Exchange Agent shall determine the excess of (A) the number of full shares of Parent Common Stock that would be issuable pursuant to Section 2.1(d) but for the operation of this Section 2.7 over (B) the aggregate number of full shares of Parent Common Stock to be distributed to holders of Shares giving effect to the operation of this Section 2.7 (such excess being herein called the "EXCESS ELECTION SHARES"). Following the applicable election period, the Exchange Agent, as agent for the holders of the Company Preferred Stock, shall sell the Excess Election Shares at then prevailing prices on the NYSE, all in the manner provided in subsection (iii) of this Section 2.7. (iii) The sale of the Excess Common Shares and Excess Elected Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Common Shares as promptly following the Effective Time and the Excess Election Shares following the applicable election period as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of Shares or the holders of the Company Preferred Stock, the Exchange Agent will hold such proceeds in trust for such holders (the "COMMON SHARES TRUST" and the "ELECTION SHARES TRUST," respectively). The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of Shares shall be entitled, if any, by multiplying the amount of the aggregate net cash proceeds as determined below and (ii) comprising the Common Shares Trust by a fraction, the numerator of which is the amount of fractional share interests to which such holder is entitled (after taking into account all Shares held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of Shares are entitled. The Exchange Agent shall determine the portion of the Election Shares Trust to which each applicable holder of shares of Company Preferred Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Election Shares Trust by a fraction, the numerator of which is the amount of fractional share interests to which such holder of applicable Company Preferred Stock is entitled (after taking into account all Company Preferred Stock held at the end of the applicable election period by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of applicable Company Preferred Stock are entitled. (iv) Notwithstanding the provisions of subsections (i) and (ii) of this Section 2.7, Parent may elect prior to the Effective Time, in lieu of the issuance and sale of Excess Common Shares and Excess Election Shares and the making of the payments contemplated in such subsections, to pay to the Exchange Agent an amount sufficient for the Exchange Agent to pay each holder of Shares and Company Preferred Stock an amount in cash equal to the product of (A) such fractional part of a share of Parent Common StockStock multiplied by (B) the closing price on the NYSE (as reported in the New York City edition of The Wall Street Journal or, and the denominator is the number of shares if not reported thereby, another nationally recognized source) for a share of Parent Common Stock constituting a portion on the date of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock. As promptly as possible following the Effective Time, and, in such case, all references herein to the cash proceeds of the sale of the Excess Common Shares, Excess Election Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (iv). In such event, Excess Common Shares and Excess Election Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.7. (v) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Shares with respect to any fractional share interests, the Exchange Agent shall sell at then-prevailing prices on the NYSE make available such number of shares of Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stockamounts, with the cash proceeds (net of all commissions, transfer taxes and other out-of-pocket costs and expenses of the Exchange Agent incurred in connection with such sales) of such sales to be used by the Exchange Agent to fund the foregoing payments in lieu of fractional shares any required withholding (and if the proceeds of without interest), to such share sales by the Exchange Agent are insufficient for such purpose, then Parent shall promptly deliver to the Exchange Agent additional funds in an amount equal to the deficiency required to make all such payments in lieu of fractional shares). 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 exchangeholders.

No Fractional Shares of Parent Common Stock. No certificates or scrip or shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares Xxxxx Certificates, and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock. For purposes of this Section 2.10, all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to the Merger Xxxxx Certificates who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (determined after taking into account and aggregating all Xxxxx Certificates and Book-Entry Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (ia) the aggregate net cash proceeds as determined below and (ii) a fraction, the numerator of which is such fractional part of a share of Parent Common Stock, and Stock multiplied by (b) the denominator is the number of shares closing price for a share of Parent Common Stock constituting a portion as reported on the NYSE on the first trading day following the date on which the Effective Time occurs. As soon as practicable after the determination of the Exchange Fund as represents the aggregate amount of all fractional entitlements of all cash to be paid to such former holders of Company Xxxxx Common Stock. As promptly as possible following the Effective TimeStock in lieu of any fractional interests, the Exchange Agent shall sell at then-prevailing prices on the NYSE such number of shares of notify Parent, and Parent Common Stock constituting a portion of the Exchange Fund as represents the aggregate of all fractional entitlements of all holders of Company Common Stock, shall ensure that there is deposited with the cash proceeds (net of all commissions, transfer taxes and other out-of-pocket costs and expenses of the Exchange Agent incurred in connection with such sales) of such sales to be used by and shall cause the Exchange Agent to fund the foregoing payments make available in lieu accordance with this Agreement such amounts to such former holders of fractional shares (and if the proceeds of such share sales by the Exchange Agent are insufficient for such purpose, then Parent shall promptly deliver to the Exchange Agent additional funds in an amount equal to the deficiency required to make all such payments in lieu of fractional shares). The payment of cash in lieu of fractional shares of Parent Xxxxx Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the exchangeStock.