Common use of No Fractional Shares and Certificate as to Adjustments Clause in Contracts

No Fractional Shares and Certificate as to Adjustments. No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Conversion Stock to be issued shall be rounded down to the nearest whole share. The number of shares issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares Conversion Stock issuable upon such aggregate conversion. Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Preferred Stock pursuant to this Article IV3.c, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for the Preferred Stock at that time in effect, and (C) the number of shares of Conversion Stock and the amount, if any, of other property that would be received upon the conversion of a share of such Preferred Stock at that time.

Appears in 2 contracts

Samples: Loan and Security Modification Agreement (Singulex Inc), Loan and Security Modification Agreement (Singulex Inc)

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No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Conversion Common Stock to be issued shall that be rounded down to the nearest whole share. The number of Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time lime converting into Common Stock and the number of shares Conversion of Common Stock issuable upon such aggregate conversion. ((ii)) Upon the occurrence of each adjustment or readjustment of the Conversion Price of the Preferred Stock pursuant to this Article IV3.cSection 4, the Corporationthis Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation This Company shall, upon the written request at any time of any holder bolder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (Aa) such adjustment and readjustment, (Bb) the Conversion Price for the such Preferred Stock at that the time in effect, and (Cc) the number of shares of Conversion Common Stock and the amount, if any, of other property that which at the time would be received upon the conversion of a share of such the Preferred Stock at that timeStock.

Appears in 2 contracts

Samples: Rights Agreement (Bayhill Therapeutics, Inc.), Bayhill Therapeutics, Inc.

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No Fractional Shares and Certificate as to Adjustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Conversion Common Stock to be issued shall be rounded down to the nearest whole share. The number of shares issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares Conversion Stock issuable upon such aggregate conversion. (ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price number of shares of Common Stock into which the Preferred Stock can be converted pursuant to this Article IV3.cSection 6, the this Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The This Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for conversion price at the Preferred Stock at that time in effect, and (C) the number of shares of Conversion Common Stock and the amount, if any, of other property that which at the time would be received upon the conversion of a share of such the Preferred Stock at that timeStock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Options Talent Group)

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