Common use of No Issuance of Fractional Shares Clause in Contracts

No Issuance of Fractional Shares. No certificates or scrip for fractional shares of 3Dfx Common Stock shall be issued, but in lieu thereof each holder of shares of STB Common Stock who would otherwise be entitled to receive certificates or scrip for a fraction of a share of 3Dfx Common Stock shall receive from 3Dfx, at such time as such holder shall receive a certificate representing shares of 3Dfx Common Stock, an amount of cash equal to the per share market value of 3Dfx Common Stock determined by multiplying (i) the closing price of one share of 3Dfx Common Stock as reported on the NASDAQ National Market ("NASDAQ") on the last full trading day prior to the Effective Time by (ii) the fraction of a share of 3Dfx Common Stock to which such holder would otherwise be entitled. The fractional share interests of each shareholder of STB shall be aggregated, so that no STB shareholder shall receive cash in an amount equal to or greater than the value of one full share of 3Dfx Common Stock.

Appears in 2 contracts

Samples: Voting Agreement (3dfx Interactive Inc), Agreement and Plan of Reorganization (STB Systems Inc)

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