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

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment therefor in cash at the current market value thereof. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last Trading Day prior to the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.5.

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Preferred Stock or scrip representing fractional shares shall be issued upon conversion exchange of Notes. If more than one Note shall be surrendered for conversion exchange at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion exchange shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock stock would be issuable upon the conversion exchange of any Note or Notes, the Company shall make an adjustment therefor in cash at the current market value thereof. The Current Market Value of a share of Preferred Stock shall be the greater of (i) the Liquidation Preference thereof or (ii) the current market value of that number of shares of Common Stock (including any fraction of a share) into which one share of Preferred Stock may then be converted. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.515.5(g).

Cash Payments in Lieu of Fractional Shares. No fractional shares ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note or Notes, the Company shall make an calculate and pay a cash adjustment therefor in cash lieu of such fractional share at the current market value thereofthereof to the holder of Notes. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.515.5(h).

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note or Notes, the Company shall make an calculate and pay a cash adjustment therefor in cash lieu of such fractional share at the current market value thereofthereof to the holder of Notes. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.515.5(h).

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount at maturity of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment therefor in cash at the current market value thereof. The For these purposes, the current market value of a share of Common Stock shall be the Closing Price last reported sale price on the Neuer Markt on the last Trading Day prior to first day (which is not a Legal Holiday as defined in Section 17.06) immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price last reported sale price shall be determined as provided in subsection (f) of Section 10.515.05.

Cash Payments in Lieu of Fractional Shares. No ------------------------------------------ fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of NotesDebentures. If more than one Note Debenture shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes Debentures (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note Debenture or NotesDebentures, the Company shall make an adjustment therefor in cash at the current market value thereofthereof to the holder of Debentures. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes Debentures (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.515.5(h).

Cash Payments in Lieu of Fractional Shares. No ------------------------------------------ fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment therefor in cash at the current market value thereof. The current market value of a share of Common Stock shall be the Closing Price of a share of Common Stock on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.515.5(g).

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note or Notes, the Company shall make an calculate and pay a cash adjustment therefor in cash lieu of such fractional share at the current market value thereofthereof to the holder of Notes. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.5.15.5(h). -67- 72

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment therefor in cash Cash at the current market value thereofthereof to the holder of Notes. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (fSection 15.5(h) of Section 10.5hereof.

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment therefor in cash at the current market value thereofthereof to the holder of Notes. The For these purposes, the current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.515.5(g).

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment therefor in cash at the current market value thereof. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last Trading Day prior to the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.5.

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrenderedsurrendered for conversion. If any fractional share of Common Stock stock otherwise would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment therefor in cash at the current market value thereofthereof to the holder of Notes. The current market value of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last first Trading Day prior to immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted and such Closing Price shall be determined as provided in subsection (f) of Section 10.515.5(h).

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares or scrip representing fractions of shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of the Notes. If more than one Note shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes (Notes, or specified portions thereof to the extent permitted hereby) be converted, so surrendered. If Instead of any fractional interest in a share of Common Stock which would otherwise be issuable deliverable upon the conversion of any Note or Notes, the Company shall make pay to the holder of such Note an adjustment therefor amount in cash (computed to the nearest cent) equal to the Daily Market Price thereof at the current market value thereofclose of business on the Business Day next preceding the day of conversion multiplied by the fractional interest (expressed as a percentage) that otherwise would have been deliverable to such holder upon such conversion of the Notes. The current market value Company shall determine the Daily Market Price and give written notice of a share of Common Stock shall be the Closing Price on the Neuer Markt on the last Trading Day prior it to the day Trustee, on which written notice the Notes Trustee may rely without inquiry. In no event shall the Trustee be required (i) to determine or specified portions thereofverify the Daily Market Price or (ii) are deemed to distribute cash-in-lieu payments pursuant to this Section 5.6 until it shall have been converted and such Closing Price shall be determined as provided received from the Company the necessary cash in subsection (f) of Section 10.5immediately available funds.

Cash Payments in Lieu of Fractional Shares. No fractional ------------------------------------------ shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of NotesDebentures. If more than one Note Debenture shall be surrendered for conversion at one time by the same Holderholder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Accreted Value principal amount of the Notes Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock stock would be issuable upon the conversion of any Note Debenture or NotesDebentures, the Company shall make an adjustment therefor in cash at the current market value thereof. The current market value of a share of Common Stock shall be the Closing Price closing price on the Neuer Markt on the last Trading Day prior to first day (which is not a Legal Holiday as defined in Section 16.06) immediately preceding the day on which the Notes Debentures (or specified portions thereof) are deemed to have been converted and such Closing Price closing price shall be determined as provided in subsection (fd) of Section 10.515.05.