Common use of Treatment of Fractional Shares Clause in Contracts

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 Stock, the Exchange Agent shall distribute such amounts to such former holders.

Treatment of Fractional Shares. Notwithstanding A holder of Exchangeable Shares shall not be entitled to any fraction of a Parent Share upon the exchange or purchase of such holder’s Exchangeable Shares and no certificates representing any such fractional interest shall be issued and such holder otherwise entitled to a fractional interest will receive for such fractional interest from the Company, or Parent, as the case may be, on the designated payment date a cash payment equal to such fractional interest multiplied by the Exchangeable Share Price. [Ameri – Exchangeable Share Provisions] APPENDIX I RETRACTION REQUEST [TO BE PRINTED ON EXCHANGEABLE SHARE CERTIFICATES] To: Ameri Holdings, Inc. (“Parent”) and 1236567 B.C. UNLIMITED LIABILITY COMPANY (the “Company”) This notice is given pursuant to Section 5 of the share provisions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares of the Company represented by this certificate and all capitalized words and expressions used in this notice that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions. The undersigned hereby notifies the Company that, subject to the Retraction Call Right referred to below, the undersigned desires to have the Company redeem in accordance with Section 5 of the Exchangeable Share Provisions: o all share(s) represented by this certificate; or o _____ share(s) only represented by this certificate. The undersigned acknowledges the overriding Retraction Call Right of the Parent to purchase all but not less than all the Retracted Shares from the undersigned and that this notice is and shall be deemed to be a revocable offer by the undersigned to sell the Retracted Shares to the Parent or in accordance with the Retraction Call Right on the Retraction Date for the Retraction Call Right Purchase Price and on the other provision terms and conditions set out in Section 5(b) of the Exchangeable Share Provisions. If the Parent does not exercise the Retraction Call Right, the Company will notify the undersigned of such fact as soon as possible. This Retraction Request, and this Agreementoffer to sell the Retracted Shares to the Parent, no fractional shares may be revoked and withdrawn by the undersigned only by notice in writing given to the Company at any time before the close of business on the Business Day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law, the Company is unable to redeem all Retracted Shares, and provided that the Parent Stock has not exercised the Retraction Call Right with respect to the Retracted Shares, the Retracted Shares will be issued and, in lieu of any fractional share of Parent Stock that otherwise would be issuable automatically exchanged pursuant to the Merger, each holder of Shares (and, Voting and Exchange Trust Agreement so as to require the Parent to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the extent applicable, CDIs) who otherwise would be entitled to receive Parent and the Company that the undersigned (select one): is is not a fraction resident 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 Canada for purposes 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 Income Tax Act (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”Canada). 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) undersigned acknowledges that would otherwise result in the issuance absence of such fractional shares an indication that the undersigned is not a non-resident of Parent Stock has been received by the Exchange Agent)Canada, sell the Excess Parent Stock withholding on NASDAQ at the then prevailing prices on NASDAQ and such sales shall account of Canadian tax may 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 made from amounts payable to the applicable former holders of Shares, incurred in connection with such sales of Excess Parent Stock. Until undersigned on 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 redemption or purchase 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 Stock, the Exchange Agent shall distribute such amounts to such former holdersRetracted Shares.

Treatment of Fractional Shares. Notwithstanding any other provision of this Agreement, no (i) No Newco Stock Certificates or scrip representing fractional shares of Parent Newco Common Stock will shall be issued andin the Midland Merger, and except as provided in lieu of this subsection, no dividend or other distribution, stock split, or interest shall relate to any such fractional share of Parent Stock that otherwise would be issuable pursuant and such fractional share shall not entitle the owner thereof to the Merger, each holder of Shares (and, vote or to the extent applicable, CDIs) who otherwise would be entitled to receive a fraction any other rights of a share shareholder 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 receiveNewco. (ii) As soon as practicable following the completion of the MergerEffective Time, the Exchange Agent shall determine the excess of (iA) the number of whole shares of Parent Newco Common Stock issuable delivered to the former holders of Shares Exchange Agent by Newco pursuant to the Merger including fractional shares, subSection (a) of this Section over (iiB) the aggregate number of whole shares of Parent Newco Common Stock issuable to be distributed to former holders of Shares (and, Midland Common Stock pursuant to the extent applicable, CDIs) Section 2.7 (such excess being collectively called referred to herein as the “"Excess Parent Shares") and the Exchange Agent, as the agent for the former holders of Midland Common Stock”), shall sell the Excess Shares at the prevailing prices on the securities exchange on which the shares of Newco Common Stock are traded. The Exchange Agent shall, as promptly as reasonably practicable following sale of 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 Excess Shares by the Exchange Agent), sell the Excess Parent Stock Agent shall be executed on NASDAQ at the then prevailing prices on NASDAQ such securities exchange through one or more member firms of such securities exchange and such sales shall be executed in round lots to the extent practicable. Parent Newco shall pay all commissions, transfer Taxes 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 sale of the Excess Parent StockShares. (iii) In lieu of any fractional share of Newco Common Stock to which a holder of Midland Common Stock would otherwise be entitled, such holder, upon surrender of a Midland Certificate as described in this Section, shall be paid an amount in cash (without interest) equal to such holder's proportionate interest in the sum of (A) the net proceeds from the sale of the Excess Shares in accordance with the provisions of paragraph (2) of this subsection and (B) the aggregate dividends or other distributions that are payable with respect to the Excess Shares pursuant to subsection (c) of this Section, such proportionate interest to be determined by dividing the amount of the fractional share interests to which such holder would otherwise be entitled by the aggregate amount of fractional share interests to which all holders of Midland Common Stock would otherwise be entitled. Until the net proceeds of such sales the sale of Excess Shares (along with any dividends or distributions with respect thereto have been distributed to the former holders shareholders of Shares (and, to the extent applicable, CDIs) to whom fractional shares of Parent Stock otherwise would have been issued in the MergerMidland), the Exchange Agent will hold such proceeds amounts 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 Midland Common Stock. (and, to the extent applicable, CDIs) in respect of any fractional shares of Parent Stock, the Exchange Agent shall distribute such amounts to such former holders.f)