Treatment of Fractional Shares. The Company shall not be required to issue fractional shares of Common Stock on the conversion of the Holder Notes. If more than one Holder Note shall be presented for conversion by the Holder, the number of full shares of Common Stock which shall be issuable upon such conversion shall be computed on the basis of the aggregate number of whole shares of Common Stock issuable on conversion for all the Holder Notes so presented. If any fraction of a share of Common Stock would, except for the provisions of this paragraph, be issuable on the conversion of this Note or Notes so presented, the Company shall pay an amount in cash calculated by it to be equal to the market price of one share of Common Stock on the Interest Expiration Date multiplied by such fraction computed to the nearest whole cent.
Treatment of Fractional Shares. The Company shall not be required to issue fractional shares of Common Stock in exchange for the Holder Warrants. If more than one Holder Warrant shall be presented for exchange by the Holder, the number of Exchange Shares issuable shall be computed on the basis of the aggregate number of whole shares of Common Stock issuable in exchange for the Holder Warrants so presented. If any fraction of a share of Common Stock would, except for the provisions of this paragraph, be issuable in exchange for Exchange Shares, the Company shall pay to the Holder an amount in cash calculated by it to be equal to the closing market price of one share of Common Stock on June 30, 2006 multiplied by such fraction computed to the nearest whole cent.
Treatment of Fractional Shares. As soon as practicable after the Distribution Date, the Agent shall determine the number of whole shares and fractional shares of CCL and Covance allocable to each Corning Record Holder and CCL Record Holder, respectively, as of the Distribution Record Date, to aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, in each case at then prevailing trading prices, and to cause to be distributed to each such holder to which a fractional share shall be allocable such holder's ratable share of the proceeds of such sale, after making appropriate deductions of the amount required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. In determining the manner and timing of selling the aggregated fractional shares, the Agent shall use its independent judgment and shall neither consult with nor communicate its plans to Corning, CCL or Covance.
Treatment of Fractional Shares. 12 SECTION 2.04. Certain Intercompany Financial and Other Arrangements................................... 12 SECTION 2.05. Certain Indebtedness and Capital Structure.............................................. 13 SECTION 2.06. Further Assurances...................................................................... 13 SECTION 2.07. No Representations or Warranties........................................................ 14 SECTION 2.08. Guarantees.............................................................................. 14 SECTION 2.09. Certain Transactions.................................................................... 15 SECTION 2.10. Insurance............................................................................... 15 ARTICLE III INDEMNIFICATION
Treatment of Fractional Shares. No certificates or scrip representing fractional Halyard Shares shall be issued in the Distribution. In lieu of receiving fractional shares, each holder of Xxxxxxxx-Xxxxx Common Stock who would otherwise be entitled to receive a fractional Halyard Share pursuant to the Distribution will receive cash for such fractional share. Xxxxxxxx-Xxxxx and Halyard shall instruct the Agent to determine the number of whole Halyard Shares and fractional Halyard Shares allocable to each holder of record of Xxxxxxxx-Xxxxx Common Stock as of the close of business on Record Date, to aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the open market at the then prevailing prices on behalf of holders who would otherwise be entitled to receive fractional share interests, and to distribute to each such holder such holder’s ratable share of the total proceeds of such sale after making appropriate deductions of any Taxes required to be withheld with respect to the sale of such fractional share interests.
Treatment of Fractional Shares. Notwithstanding any other provision of this Agreement, no fractional shares of Parent Stock will be issued and, in lieu of any fractional share of Parent Stock that otherwise would be issuable pursuant to the Merger, each holder of Shares (and, to the extent applicable, CDIs) who otherwise would be entitled to receive a fraction of a share of Parent Stock pursuant to the Merger will be paid an amount in cash, without interest, in lieu thereof equal to such holder’s proportionate interest in the net proceeds from the sale or sales by the Exchange Agent on behalf of such holder of the aggregate fractional shares of Parent Stock that such holder otherwise would be entitled to receive. As soon as practicable following the completion of the Merger, the Exchange Agent shall determine the excess of (i) the number of whole shares of Parent Stock issuable to the former holders of Shares pursuant to the Merger including fractional shares, over (ii) the aggregate number of whole shares of Parent Stock to be distributed to former holders of Shares (and, to the extent applicable, CDIs) (such excess being collectively called the “Excess Parent Stock”). The Exchange Agent shall, as promptly as reasonably practicable following the Effective Time (and in any event within five (5) Business Days after the date upon which the Certificate (or affidavit(s) of loss in lieu thereof) that would otherwise result in the issuance of such fractional shares of Parent Stock has been received by the Exchange Agent), sell the Excess Parent Stock on NASDAQ at the then prevailing prices on NASDAQ and such sales shall be executed in round lots to the extent practicable. Parent shall pay all commissions, transfer Taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent and costs associated with calculating and distributing the respective cash amounts payable to the applicable former holders of Shares, incurred in connection with such sales of Excess Parent Stock. Until the proceeds of such sales have been distributed to the former holders of Shares (and, to the extent applicable, CDIs) to whom fractional shares of Parent Stock otherwise would have been issued in the Merger, the Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Shares (and, to the extent applicable, CDIs) in respect of any fractional shares of Parent S...
Treatment of Fractional Shares. No Parent Certificates or scrip representing fractional shares of Parent Common Stock shall be issued in the Merger and, except as provided in this Section 2.6(e), no dividend or other distribution, stock split or interest shall relate to any such fractional share, and such fractional share shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of any fractional share of Parent Common Stock to which a holder of Company Common Stock would otherwise be entitled (after taking into account all Company Certificates delivered by or on behalf of such holder), such holder, upon surrender of a Company Certificate as described in this Section 2.6, shall be paid an amount in cash (without interest) determined by multiplying (i) the Market Price by (ii) the fraction of a share of Parent Common Stock to which such holder would in addition otherwise be entitled, in which case Parent shall make available to the Exchange Agent, to any other cash being provided to the Exchange Agent pursuant to Section 2.6(a), the amount of cash necessary to make such payments. The parties acknowledge that payment of cash consideration in lieu of issuing fractional shares of Parent Consideration was not separately bargained for consideration but represents merely a mechanical rounding off for purposes of simplifying the problems that would otherwise be caused by the issuance of fractional shares of Parent Common Stock.
Treatment of Fractional Shares. No fractional shares of Clearwater Common Stock shall be issued in the Distribution. In lieu of receiving fractional shares, each holder of Potlatch Common Stock who would otherwise be entitled to receive a fractional share of Clearwater Common Stock pursuant to the Distribution will receive cash for such fractional share. Potlatch and Clearwater shall instruct the Agent to determine the number of whole shares of Clearwater Common Stock and fractional shares of Clearwater Common Stock allocable to each holder of record of Potlatch Common Stock as of the close of business on the Record Date, to aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the open market at the then prevailing prices on behalf of holders who would otherwise be entitled to receive fractional share interests, and to distribute to each such holder such holder’s ratable share of the total proceeds of such sale after making appropriate deductions of any amounts required for U.S. federal tax withholding purposes and after deducting any taxes attributable to the sale of such fractional share interests.
Treatment of Fractional Shares. No scrip or certificates representing fractional shares of Corporation Stock will be issued and no right to vote or to receive any dividend or other distribution shall attach to any fraction of a share of Corporation Stock resulting from the Share Exchange. In the event the Share Exchange results in the creation of fractional shares, the Transfer Agent shall sell the aggregate of such fractional shares at public auction or by private sale (including a sale to the Corporation), or through a dealer or by any other reasonable method, at its election, for the best available price, and remit the net proceeds of such sale(s) to the Bank's shareholders in accordance with their respective interests therein.
Treatment of Fractional Shares. Fractional shares, if any, of Parent Common Stock shall be issued in the Merger to a holder of Series A Preferred Stock in accordance with Section 2.4(c)(vi), no Parent Certificates or scrip representing fractional shares of Parent Common Stock shall be issued in the Merger to a holder of Company Common Stock and, except as provided in this Section 2.5(e), Section 2.4(c)(vi) or Section 2.5(c)(ii) no dividend or other distribution, stock split or interest shall relate to any such fractional share, and except as provided in Section 2.4(c)(vi) such fractional share shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of any fractional share of Parent Common Stock to which a holder of Company Common Stock would otherwise be entitled, such holder, upon surrender of a Company Certificate as described in this Section 2.5, shall be paid an amount in cash (without interest) determined by multiplying (i) the Market Price by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled, in which case Parent shall make available to the Exchange Agent, as part of the Exchange Fund, the amount of cash necessary to make such payments. The Parties acknowledge that such payment of cash consideration in lieu of issuing fractional shares of Parent Common Stock to a holder of Company Common Stock was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting problems that would otherwise be caused by the issuance of such fractional shares of Parent Common Stock.
