Common use of No Fractional Securities Clause in Contracts

No Fractional Securities. Notwithstanding any other provision of this Agreement, no certificates or scrip for fractional shares of Parent Common Stock shall be issued in the Merger and no Parent Common Stock dividend, stock split or interest shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any other rights of a security holder. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock upon surrender of Company Certificates for exchange pursuant to this Article III shall be entitled to receive from the Exchange Agent a cash payment equal to such fraction multiplied by the closing price of the Parent Common Stock as reported on Nasdaq on the last trading day immediately preceding the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Data Documents Inc), Agreement and Plan of Merger (Corporate Express Inc), Agreement and Plan of Merger (Corporate Express Inc)

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No Fractional Securities. Notwithstanding any other provision of this Agreement, no certificates or scrip for fractional shares of Parent Common Stock shall be issued in the Merger and no Parent Common Stock dividend, stock split or interest shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any other rights of a security holder. In lieu of any such fractional shares, each holder of shares of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock upon surrender of Company Certificates for exchange pursuant to this Article III shall be entitled to receive from the Exchange Agent a cash payment equal to such fraction multiplied by the average closing price of the Parent Common Stock on the Nasdaq National Market, as reported on Nasdaq on by the last Wall Street Journal, during the 20 trading day days immediately preceding the Effective TimeTime (the "Parent Average Trading Price").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Disposal Services Inc), Agreement and Plan of Merger (Allied Waste Industries Inc), Agreement and Plan of Merger (Allied Waste Industries Inc)

No Fractional Securities. Notwithstanding any other provision of this Agreement, no certificates or scrip for fractional shares of Parent Common Stock shall be issued in the Merger and no Parent Common Stock dividend, stock split or interest shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any other rights of a security holder. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock upon surrender of Company Certificates for exchange pursuant to this Article III shall be entitled to receive from the Exchange Agent a cash payment equal to such fraction multiplied by the average closing price per share of the Parent Common Stock on the New York Stock Exchange, as reported on Nasdaq on by the last Wall Street Journal, during the 10 trading day days immediately preceding the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usa Waste Services Inc)

No Fractional Securities. Notwithstanding any other provision of this Agreement, no certificates or scrip for fractional shares of Parent Common Stock shall be issued in the Merger and no Parent Common Stock dividend, stock split or interest shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any other rights of a security holder. In lieu of any such fractional shares, each holder of shares of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock upon surrender of Company Certificates for exchange pursuant to this Article III shall be entitled to receive from the Exchange Agent a cash payment equal to such fraction multiplied by the average closing price per share of the Parent Common Stock on the New York Stock Exchange Composite Tape, as reported on Nasdaq on by the last Wall Street Journal, during the 10 trading day days immediately preceding the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Waste Systems Inc)

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No Fractional Securities. Notwithstanding any other provision of this Agreement, no certificates or scrip for fractional shares of Parent Common Stock shall be issued in the Merger and no Parent Common Stock dividend, stock split or interest shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any other rights of a security holder. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock upon surrender of Company Certificates for exchange pursuant to this Article III shall be entitled to receive from the Exchange Agent a cash payment equal to such fraction multiplied by the closing price per share of the Parent Common Stock on the Nasdaq National Market System (the "NASDAQ"), as reported on Nasdaq by the Wall Street Journal, on the last trading day immediately preceding the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corporate Express Inc)

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