No Fractional Shares or Fractional Warrants Sample Clauses

No Fractional Shares or Fractional Warrants. No certificate or scrip representing fractional shares of Parent Common Stock or fractional Warrants shall be issued upon the surrender of Company Certificates for exchange, and such fractional share and Warrant interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each holder of shares of Company Common Stock exchanged pursuant to the Merger who would otherwise be entitled to receive a fraction of a share of Parent Common Stock or a fraction of a Warrant (after taking into account all Company Certificates delivered by such holder) shall receive from Parent, in lieu thereof, cash (without interest) in an amount equal to the sum of (i) such fractional part of a share of Parent Common Stock multiplied by the Closing Average plus (ii) such fractional part of a Warrant multiplied by the value of the Warrant as of the Closing Date based on a Black-Scholes valuation, as mutually agreed between the parties. For purposes of this Agreement, the “Closing Average” shall be equal to the volume weighted average sale price per share of Parent Common Stock (rounded up to the nearest cent) on the NNM for the ten (10) consecutive trading days ending on the second-to-last trading day immediately prior to the Closing Date.
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No Fractional Shares or Fractional Warrants. No certificates or scrip representing fractional shares of IGL Common Stock or Newco Common Stock or fractional IGL Warrants shall be issued upon the surrender for exchange of FTX Certificates pursuant to this Article I; no dividend or other distribution by IGL or Newco, as the case may be, and no stock split, combination or reclassification shall relate to any such fractional share; and no such fractional share shall entitle the record or beneficial owner thereof to vote or to any other rights of a stockholder of IGL or Newco. In lieu of any such fractional share, each holder of FTX Common Shares who would otherwise have been entitled thereto upon the surrender of FTX Certificate(s) for exchange pursuant to this Article I will be paid (a), with respect to any fractional interest in a share of IGL Common Stock, an amount in cash (without interest) rounded to the nearest whole cent, determined by multiplying (i) the per share closing price on the New York Stock Exchange, Inc. (the "NYSE") of IGL Common Stock (as reported in the NYSE Composite Transactions) on the last trading day immediately preceding the date on which the Effective Time shall occur (or, if the IGL Common Stock shall not trade on the NYSE on such date, the next immediately preceding day of trading in IGL Common Stock on the NYSE thereafter) by (ii) the fractional share to which such holder would otherwise be entitled PLUS (b), with respect to any fractional interest in a share of Newco Common Stock, an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the per share closing price of one share of Newco Common Stock, as reported on the NYSE on the first trading day following the Effective Time by (ii) the fractional interest in a share of Newco Common Stock to which such holder would otherwise be entitled PLUS (c), with respect to any fractional interest in a IGL Warrant, an amount in cash (without interest) rounded to the nearest cent, determined by multiplying (i) the fair market value of one IGL Warrant, as determined in the reasonable judgment of the IGL Board of Directors (by reference to Black-Scholes valuation methodology or, in the event that a trading market has developed for the IGL Warrant, to the last reported trading price thereof on the first trading day following the Effective Time) by (ii) the fractional interest in a IGL Warrant to which such holder would otherwise be entitled. IGL shall make available to the Exchange Agent the cash ...
Sample 1
No Fractional Shares or Fractional Warrants. Notwithstanding anything in this Agreement to the contrary, no fractional shares of Domesticated Acquiror Common Stock shall be issued pursuant to the transactions contemplated herein; any such fractional share of Acquiror Common Stock shall be rounded down to the nearest whole number. Notwithstanding anything in this Agreement to the contrary, no fractional Domesticated Acquiror Public Warrants or fractional Domesticated Acquiror Private Placement Warrants shall be issued pursuant to the transactions contemplated herein; any such fractional warrants shall be rounded down to the nearest whole warrant.
Sample 1

Related to No Fractional Shares or Fractional Warrants

  • No Fractional Shares Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.

  • No Fractional Warrants The Company shall not issue fractional Warrants. If a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

  • No Fractional Share No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

  • No Fractional Warrants or Shares Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip 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 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.

  • Fractional Warrants and Fractional Shares (a) If the number of shares of Common Stock purchasable upon the exercise of each Warrant is adjusted pursuant to Section 9 hereof, the Company nevertheless shall not be required to issue fractions of shares, upon exercise of the Warrants or otherwise, or to distribute certificates that evidence fractional shares. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows:

  • No Fractional Units No fractional Common Units shall be issued or delivered pursuant to this Award Agreement, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Units or whether such fractional Common Units or any rights thereto shall be canceled, terminated or otherwise eliminated.

  • No Fractional Shares or Scrip No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

  • No Fractional Shares To Be Issued The Company shall not be required to issue fractions of Shares upon exercise of this Warrant. If any fraction of a Share would, but for this Section, be issuable upon any exercise of this Warrant, in lieu of such fractional Share the Company shall pay to the Holder or Holders, as the case may be, in cash, an amount equal to the same fraction of the Fair Market Value per share of outstanding Shares on the Business Day immediately prior to the date of such exercise.

  • No Fractional Securities No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional share, each holder of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share of Parent Common Stock on The Nasdaq Global Select Market (“Nasdaq”) on the last complete trading day prior to the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq after the Effective Time) by (ii) the fractional interest of a share of Parent Common Stock to which such holder would otherwise be entitled. The parties acknowledge that payment of cash in lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares and does not represent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Section 1.8.

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