Common use of Fractional Shares Clause in Contracts

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 83 contracts

Samples: Common Stock Purchase Warrant (Stockeryale Inc), Warrant And (Apollo Gold Corp), Rights Agreement (Tessera Technologies Inc)

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Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b1(b)(ii) above.

Appears in 33 contracts

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Idera Pharmaceuticals, Inc.), Registration Rights Agreement (Idera Pharmaceuticals, Inc.), License Agreement (Verastem, Inc.)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b2(e) above.

Appears in 17 contracts

Samples: Securities Purchase Agreement (Derma Sciences, Inc.), Restraint Agreement (Derma Sciences, Inc.), Senesco Technologies Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay in cash on to the basis of Holder an amount equal to such fraction multiplied by the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) aboveby the Board of Directors in good faith.

Appears in 16 contracts

Samples: CytoCore Inc, CytoCore Inc, CytoCore Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) abovein good faith by the Board.

Appears in 15 contracts

Samples: Warrant Agreement (Pegasystems Inc), Warrant Agreement (Magma Design Automation Inc), Stock Purchase Warrant (Vitasti, Inc. /De/)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay in cash on to the basis of Holder an amount equal to such fraction multiplied by the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 14 contracts

Samples: Molecular Diagnostics Inc, Molecular Diagnostics Inc, Molecular Diagnostics Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b2(d) above.

Appears in 14 contracts

Samples: Settlement Agreement and Release (GigOptix, Inc.), Securities Purchase Agreement (Genelabs Technologies Inc /Ca), Securities Purchase Agreement (Genelabs Technologies Inc /Ca)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share fair market value of Common Stock, as the Warrant Stock reasonably determined pursuant to subsection 1(b) aboveby the Board of Directors of the Company.

Appears in 14 contracts

Samples: Voting Agreement (Mersana Therapeutics, Inc.), Voting Agreement (Mersana Therapeutics, Inc.), Oceanaut, Inc.

Fractional Shares. The This Warrant may not be exercised for fractional shares. In lieu of fractional shares the Company shall not be required promptly make a cash payment therefor based upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share fair market value of Common Stock, as determined pursuant to subsection 1(b) abovea Share then in effect.

Appears in 9 contracts

Samples: Credit Agreement (Integrated Healthcare Holdings Inc), Integrated Healthcare Holdings Inc, Integrated Healthcare Holdings Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, . The "Fair Market Value" per share of Common Stock shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 9 contracts

Samples: Warrant (Hybridon Inc), Warrant And (Hybridon Inc), Warrant (Hybridon Inc)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the fair market value (“Fair Market Value Value”) per share of Common Stock, such Fair Market Value to be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 6 contracts

Samples: Securities Purchase Agreement (Lucas Energy, Inc.), Common Stock Purchase Warrant (Panda Ethanol, Inc.), Common Stock Purchase Warrant (Phototron Holdings, Inc.)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Mti Technology Corp), Applied Therapeutics Inc., Mti Technology Corp

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(bl(b)(ii) above.

Appears in 6 contracts

Samples: Common Stock Purchase Warrant (Catabasis Pharmaceuticals Inc), Common Stock Purchase Warrant (Catabasis Pharmaceuticals Inc), Intercept Pharmaceuticals Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b2(b) above.

Appears in 6 contracts

Samples: Igi Inc, Igi Inc, Igi Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value fair market value per share of Common StockWarrant Securities, as determined pursuant to subsection 1(b) abovein good faith by the Board.

Appears in 5 contracts

Samples: BioAmber Inc., BioAmber Inc., BioAmber Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share fair market value of Common Stockthe Warrant Stock reasonably determined by the Board of Directors of the Company (and, as determined pursuant to subsection 1(b) abovein the case of a conversion of this Warrant, in accordance with Section 1.5(c)).

Appears in 5 contracts

Samples: U S Wireless Data Inc, ProLink Holdings Corp., U S Wireless Data Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional sharesshares (as determined on an aggregate basis for each exercise pursuant to this Warrant), but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection Subsection 1(b) above.

Appears in 4 contracts

Samples: Warrant Purchase Agreement (Ascent Pediatrics Inc), Ascent Pediatrics Inc, Ascent Pediatrics Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) abovein good faith by the Board of Directors of the Company.

Appears in 4 contracts

Samples: Purchase Agreement (Akamai Technologies Inc), Common Stock and Warrant Purchase Agreement (Spyglass Inc), Surgicare Inc/De

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value Price per share of Common Stock, as determined pursuant to subsection Section 1(b) above.

Appears in 4 contracts

Samples: Vermillion, Inc., Vermillion, Inc., Vermillion, Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) abovethe following.

Appears in 4 contracts

Samples: Note and Security Agreement (Irvine Sensors Corp/De/), Irvine Sensors Corp/De/, Irvine Sensors Corp/De/

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common StockOrdinary Share, as determined pursuant to subsection 1(b1(b)(ii) above.

Appears in 4 contracts

Samples: Stealth BioTherapeutics Corp, Stealth BioTherapeutics Corp, Stealth BioTherapeutics Corp

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b1(b)(ii) above. Fractional shares will, however, be taken into account for purposes of adjustments.

Appears in 3 contracts

Samples: Pledge and Security Agreement (Westmoreland Coal Co), Westmoreland Coal Co, Westmoreland Coal Co

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional factional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 3 contracts

Samples: Register Com Inc, Register Com Inc, Register Com Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock. For purposes hereof, Fair Market Value shall be determined as determined pursuant to set forth in subsection 1(b) 1.b. above.

Appears in 3 contracts

Samples: Esat Inc, Saliva Diagnostic Systems Inc, Saliva Diagnostic Systems Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common StockWarrant Share, as determined pursuant to subsection 1(b2(b)(ii) above.

Appears in 3 contracts

Samples: Glori Energy Inc., Glori Energy Inc., Glori Energy Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b1(e) above.

Appears in 3 contracts

Samples: Sontra Medical Corp, Sontra Medical Corp, Sontra Medical Corp

Fractional Shares. The Company shall not be required upon the exercise ----------------- of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b2(b) above.

Appears in 3 contracts

Samples: Igi Inc, Igi Inc, Igi Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor thereof in cash on the basis of the Fair Market Value per for each fractional share of the Common Stock, as determined pursuant to subsection 1(b) aboveStock which would be issuable upon exercise of this Warrant.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Emtec Inc/Nj), Common Stock Purchase Warrant (Emtec Inc/Nj), Emtec Inc/Nj

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of the Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 3 contracts

Samples: Panda Project Inc, Panda Project Inc, Panda Project Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, . The Fair Market Value per share of Common Stock shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 3 contracts

Samples: Registration Rights Agreement (Spring Bank Pharmaceuticals, Inc.), Spring Bank Pharmaceuticals, Inc., Spring Bank Pharmaceuticals, Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Warrantholder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b2(a) above.

Appears in 2 contracts

Samples: Advanced Micro Devices Inc, Advanced Micro Devices Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, . The Fair Market Value per share of Common Stock shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 2 contracts

Samples: Genome Therapeutics Corp, Acadia Pharmaceuticals Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vermillion, Inc.), Credit Agreement (Building Materials Holding Corp)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined pursuant to subsection 1(b) above.as follows:

Appears in 2 contracts

Samples: BG Medicine, Inc., BG Medicine, Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per for each fractional share of the Company’s Common Stock, as determined pursuant to subsection 1(b) aboveStock which would be issuable upon exercise of this Warrant.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Carsunlimited Com Inc), Debt Exchange and Preferred Stock Conversion Agreement (Frederick's of Hollywood Group Inc /Ny/)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair then-current Market Value per share of Common Stock, as determined pursuant to subsection 1(b) abovePrice.

Appears in 2 contracts

Samples: Warrant Agreement (Aci Worldwide, Inc.), Warrant Agreement (Aci Worldwide, Inc.)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share fair market value of Common Stock, the Warrant Stock on the date of the exercise of this Warrant as reasonably determined pursuant to subsection 1(b) aboveby the Board of Directors of the Company.

Appears in 2 contracts

Samples: Predix Pharmaceuticals Holdings Inc, Predix Pharmaceuticals Holdings Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor either (i) in cash on the basis of the Fair Market Value per share fair market value of Common Stockthe Warrant Shares reasonably determined by The Board of Directors of the Company, as determined pursuant or (ii) by rounding up the number of shares to subsection 1(b) abovethe nearest whole number.

Appears in 2 contracts

Samples: Morria Biopharmaceuticals PLC, Morria Biopharmaceuticals PLC

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock. For this purpose, The Fair Market Value per share of Common Stock shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Avid Technology Inc), Avid Technology Inc

Fractional Shares. The Company shall is not be required upon the this Warrant's exercise of this Warrant to issue any fractional shares, but shall will make an adjustment therefor in cash on the basis of the Fair Market Value per share Price of the Company's Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 2 contracts

Samples: Development Agreement (Nz Corp), Development Agreement (Nz Corp)

Fractional Shares. The Company shall not be required upon the ----------------- exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 2 contracts

Samples: NMT Medical Inc, Netrix Corp

Fractional Shares. The Company shall not be required upon the ----------------- exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b2(b) above.

Appears in 2 contracts

Samples: Extension Agreement, Igi Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) abovebased on the last sale price on the Exercise Date.

Appears in 1 contract

Samples: Banyan Systems Inc

Fractional Shares. The Company shall not be required upon the exercise ----------------- of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 1 contract

Samples: Ixata Group Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(bSection 2(d) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Voxware Inc)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(bl (b)(ii) above.

Appears in 1 contract

Samples: Intercept Pharmaceuticals Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(bSection 1(c) above.

Appears in 1 contract

Samples: Patent License Agreement (Intermagnetics General Corp)

Fractional Shares. The Company shall not be required to issue a fractional share of Class B Common Stock upon the exercise of this Warrant Warrant. As to issue any fractional sharesfraction of a share that Holder would otherwise be entitled to purchase upon such exercise, but the Company shall make pay a cash adjustment in respect of such fraction in an adjustment therefor amount equal to the fair market value of such fraction which fair market value shall be determined in cash on good faith by the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) aboveCompany.

Appears in 1 contract

Samples: William Lyon Homes

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share fair market value of Common Stock, as the Warrant Stock reasonably determined pursuant to subsection 1(b) aboveby the board of directors of the Company.

Appears in 1 contract

Samples: CampusU

Fractional Shares. The Company shall not be required upon the exercise of ----------------- this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, . The Fair Market Value per share of Common Stock shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 1 contract

Samples: Bottomline Technologies Inc /De/

Fractional Shares. The Company shall not be required upon the ----------------- exercise of this Warrant to issue any fractional shares, but shall make an a proportionate adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) abovecash.

Appears in 1 contract

Samples: Switchboard Inc

Fractional Shares. The Company shall not be required upon the exercise ----------------- of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(bsubsection1(b) above.

Appears in 1 contract

Samples: Bottomline Technologies Inc /De/

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(bSection 1(a) above.

Appears in 1 contract

Samples: Valeant Pharmaceuticals International

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, . The “Fair Market Value” per share of Common Stock shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 1 contract

Samples: Securities Purchase Agreement (Infinity Pharmaceuticals, Inc.)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection in accordance with the provisions of Section 1(b) above).

Appears in 1 contract

Samples: Planetout Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Series A-3 Preferred Stock, as determined pursuant to subsection 1(b1(b)(ii) above.

Appears in 1 contract

Samples: Gelesis Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common StockWarrant Share, as determined pursuant to in accordance with subsection 1(b1(c) above.

Appears in 1 contract

Samples: Hybridon Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common StockOrdinary Share, as determined pursuant to subsection 1(b) abovein good faith by the Board.

Appears in 1 contract

Samples: Clicksoftware Technologies LTD

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Fractional Shares. The Company shall not be required upon the exercise or conversion of this Warrant to issue any fractional sharesShares, but shall make an adjustment therefor in cash on the basis of the then Fair Market Value per share of Common Stockthe Shares, as determined pursuant to subsection 1(b) above.

Appears in 1 contract

Samples: Nexx Systems Inc

Fractional Shares. The Company shall not be required upon the ----------------- exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share fair market value of Common Stock, as the Warrant Stock reasonably determined pursuant to subsection 1(b) aboveby the Board of Directors of the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alloy Inc)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b1 (b)(ii) above.

Appears in 1 contract

Samples: Stockholders Agreement (Intercept Pharmaceuticals Inc)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make pay in lieu thereof an adjustment therefor amount in cash on the basis of equal to the Fair Market Value per share of Common Stocksuch fractional shares, as determined pursuant to subsection 1(b) aboveSection 2 hereof.

Appears in 1 contract

Samples: Cerulean Pharma Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) abovein good faith by the Company's Board of Directors.

Appears in 1 contract

Samples: Netgenics Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) aboveby the Company in good faith.

Appears in 1 contract

Samples: Brainstorm Cell Therapeutics Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the fair market value (“Fair Market Value Value”) per share of Preferred Stock (or Common Stock, as applicable), such Fair Market Value to be determined pursuant to subsection 1(b) above.as follows:

Appears in 1 contract

Samples: Rapid Micro Biosystems, Inc.

Fractional Shares. The Company shall not be required upon the exercise or conversion of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share fair market value of Common Stock, the Warrant Stock determined in the same manner as determined pursuant to subsection 1(b) aboveset forth in Section 1.4(c).

Appears in 1 contract

Samples: Archemix Corp.

Fractional Shares. The Company shall not be required upon the ----------------- exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection Section 1(b) aboveof this Warrant.

Appears in 1 contract

Samples: Switchboard Inc

Fractional Shares. The Company shall not be required upon the exercise of ----------------- this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common StockWarrant Share, as reasonably determined pursuant to subsection 1(b) aboveby the Board of Directors of the Company.

Appears in 1 contract

Samples: Proton Energy Systems Inc

Fractional Shares. The Company shall not be required upon the exercise or ----------------- conversion of this Warrant to issue any fractional shares. In lieu of any fractional share to which the Holder would otherwise be entitled, but the Company shall make an adjustment therefor in a cash on payment to the basis of Holder equal to the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) aboveStock multiplied by such fraction.

Appears in 1 contract

Samples: Cahill Edward L

Fractional Shares. (a) The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b3(b) abovebelow.

Appears in 1 contract

Samples: Apellis Pharmaceuticals, Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per fair market value of a share of Common Stock, as such Series D Preferred determined pursuant to subsection 1(bSection 3.5(c) aboveherein.

Appears in 1 contract

Samples: XL Fleet Corp.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Series A-4 Preferred Stock, as determined pursuant to subsection 1(b1(b)(ii) above.

Appears in 1 contract

Samples: Gelesis Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant the Warrants to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per for each fractional share of Common Stock, as determined pursuant to subsection 1(b) abovean Ordinary Share which would be issuable upon exercise of the Warrants.

Appears in 1 contract

Samples: CS China Acquisition Corp.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.as follows:

Appears in 1 contract

Samples: I Many Inc

Fractional Shares. The Company shall not be required upon the exercise ----------------- of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) abovein good faith by the Board of Directors of the Company.

Appears in 1 contract

Samples: Switchboard Inc

Fractional Shares. The Company shall not be required upon the exercise ----------------- of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share then market value of Common Stock, the Warrant Shares as shall be reasonably determined pursuant to subsection 1(b) abovein good faith by the Board of Directors of the Company.

Appears in 1 contract

Samples: Proton Energy Systems Inc

Fractional Shares. The Upon the exercise of the rights ----------------- represented by this Warrant, the Company shall not be required upon the exercise of this Warrant obligated to issue any fractional sharesshares of Series C Preferred Stock, but and in lieu thereof, the Company shall make pay to the Holder an adjustment therefor amount in cash on the basis of equal to the Fair Market Value per share of Common Stock, as determined pursuant Series C Preferred Stock immediately prior to subsection 1(b) abovesuch exercise multiplied by such fraction (rounded to the nearest cent).

Appears in 1 contract

Samples: Pc Tel Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per fair market value of the Warrant Stock at the Effective Time. For purposes of Section 1.4, “fair market value” of a share of Common Stock, Warrant Stock as of the Effective Time shall be determined pursuant to subsection 1(b) abovein accordance with Section 1.5(c).

Appears in 1 contract

Samples: Asset Purchase Agreement (ONE Group Hospitality, Inc.)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment a payment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 1 contract

Samples: Microvision Inc

Fractional Shares. The Company shall not be required upon the exercise of ----------------- this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) abovein good faith by the Board of Directors of the Company.

Appears in 1 contract

Samples: Switchboard Inc

Fractional Shares. The Company shall is not be required to issue any fraction of a share of Common Stock upon the exercise of this Warrant Warrant. If the Company elects not to issue fractional shares hereunder, the Company shall pay cash consideration in lieu of any fractional shares, shares that would otherwise have been issued hereunder but shall make an adjustment therefor in cash on for the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) abovepreceding sentence.

Appears in 1 contract

Samples: Silicon Mountain Holdings, Inc.

Fractional Shares. (a) The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value (as defined below) per share of Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 1 contract

Samples: Cytogen Corp

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Series D Preferred Stock (or Common StockStock if there has been a mandatory conversion of the Series D Preferred Stock pursuant to Section 2(a) above), as determined pursuant to subsection 1(b) above.

Appears in 1 contract

Samples: BioVex Group, Inc.

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, which shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 1 contract

Samples: Sontra Medical Corp

Fractional Shares. The Company shall not be required upon the ----------------- exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock, as determined pursuant to subsection 1(b) abovein good faith by the Company's Board of Directors.

Appears in 1 contract

Samples: Prodigy Communications Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant the Warrants to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per for each fractional share of the Company's Common Stock, as determined pursuant to subsection 1(b) aboveStock which would be issuable upon exercise of the Warrants.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gigabeam Corp)

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b3(d) above.

Appears in 1 contract

Samples: Novelos Therapeutics, Inc.

Fractional Shares. The Company shall not be required upon the exercise or conversion of this Warrant to issue any fractional shares. In lieu of any fractional share to which the Holder would otherwise be entitled, but the Company shall make an adjustment therefor in a cash on payment to the basis of Holder equal to the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) aboveStock multiplied by such fraction.

Appears in 1 contract

Samples: Jacobs Jay Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Capital Stock, as determined pursuant to subsection 1(b) above.

Appears in 1 contract

Samples: Vitaminshoppecom Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value fair market value per share of Common Stock. For purposes of the foregoing, fair market value of one share of Common Stock, shall be determined as determined pursuant to subsection 1(b) above.follows:

Appears in 1 contract

Samples: Frontline Communications Corp

Fractional Shares. The Company shall is not be required upon the this Warrant's exercise of this Warrant to issue any fractional shares, but shall will make an adjustment therefor in cash on the basis of the Fair Market Value per share Price of the Company' s Common Stock, as determined pursuant to subsection 1(b) above.

Appears in 1 contract

Samples: Warrant and Shareholders Rights Agreement (Nz Corp)

Fractional Shares. The Upon the exercise of the rights represented by this Warrant the Company shall not be required upon the exercise of this Warrant obligated to issue any fractional sharesshares of Common Stock, but and in lieu thereof, the Company shall make pay to the Holder an adjustment therefor amount in cash on the basis of equal to the Fair Market Value per share of Common Stock, as determined pursuant Stock immediately prior to subsection 1(b) abovesuch exercise multiplied by such fraction (rounded to the nearest cent).

Appears in 1 contract

Samples: Scansoft Inc

Fractional Shares. The Upon the exercise of the rights represented by ----------------- this Warrant, the Company shall not be required upon the exercise of this Warrant obligated to issue any fractional sharesshares of Series C Preferred Stock, but and in lieu thereof, the Company shall make pay to the Holder an adjustment therefor amount in cash on the basis of equal to the Fair Market Value per share of Common Stock, as determined pursuant Series C Preferred Stock immediately prior to subsection 1(b) abovesuch exercise multiplied by such fraction (rounded to the nearest cent).

Appears in 1 contract

Samples: Pc Tel Inc

Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(bSection 1(c)(ii) above.

Appears in 1 contract

Samples: HeartWare International, Inc.

Fractional Shares. The Upon exercise of the Warrants the Company shall not be required upon the exercise of this Warrant to issue any fractional shares of Common Stock or other capital stock. In lieu of such fractional shares, but the Warrantholder shall make receive an adjustment therefor amount in cash on equal to the basis same fraction of the Fair current Market Value per share Price of Common Stock, as determined pursuant one whole Share. All calculations under this Section 11 shall be made to subsection 1(b) abovethe nearest cent.

Appears in 1 contract

Samples: Escrow Agreement (Network 1 Security Solutions Inc)

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