Common use of Cash in Lieu of Fractional Shares Clause in Contracts

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock deliverable pursuant to Section 5.03(A)(i) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 8 contracts

Samples: Indenture (Nikola Corp), First Supplemental Indenture (Xeris Biopharma Holdings, Inc.), Indenture (Progenity, Inc.)

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Cash in Lieu of Fractional Shares. If the number of shares of Common Stock deliverable pursuant to Section 5.03(A)(i) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price Daily VWAP per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day).

Appears in 2 contracts

Samples: Verastem, Inc., Verastem, Inc.

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock deliverable pursuant to Section 5.03(A)(i5.03(B)(i) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share (“Fractional Common Stock”) in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 2 contracts

Samples: Indenture (Getaround, Inc), Convertible Note Subscription Agreement (InterPrivate II Acquisition Corp.)

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock deliverable pursuant to Section 5.03(A)(i5.03(B) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Indenture (Independence Contract Drilling, Inc.)

Cash in Lieu of Fractional Shares. If If, upon conversion of a Note, the number of shares of Common Stock Shares deliverable pursuant to Section 5.03(A)(i‎4.3(b)(i) upon such conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1A) such fraction and (2B) the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Note Purchase Agreement (Milestone Pharmaceuticals Inc.)

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock Shares deliverable pursuant to Section 5.03(A)(i) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock Share on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Pledge and Security Agreement (Marti Technologies, Inc.)

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock deliverable pursuant to Section 5.03(A)(i) or (ii) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Supplemental Indenture (Biora Therapeutics, Inc.)

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Cash in Lieu of Fractional Shares. If If, upon conversion of a Note, the number of shares of Common Stock deliverable pursuant to Section 5.03(A)(i‎4.3(b)(i) upon such conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1A) such fraction and (2B) the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Note Purchase Agreement (Allurion Technologies, Inc.)

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock Ordinary Shares deliverable pursuant to Section 5.03(A)(i5.03(B)(i) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share (“Fractional Ordinary Share”) in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock Ordinary Share on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Indenture (Vertical Aerospace Ltd.)

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock deliverable pursuant to Section ‎Section 5.03(A)(i) or (ii) upon conversion of any Note is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Supplemental Indenture (Biora Therapeutics, Inc.)

Cash in Lieu of Fractional Shares. If the number of shares of Common Stock Shares deliverable pursuant to Section 5.03(A)(i) upon conversion of any Note the Loan is not a whole number, then such number will be rounded down to the nearest whole number and the Company Borrower will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Last Reported Sale Price per share of Common Stock Share on the Conversion Date or the Fundamental Change Conversion Date for such conversion (or, if such Conversion Date or Fundamental Change Conversion Date is not a Trading Day, the immediately preceding Trading Day).

Appears in 1 contract

Samples: Loan Agreement (Centogene N.V.)

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