Payment in Lieu of Fractional Shares. The Corporation shall not be required to issue fractional shares of Series A Common Stock or scrip upon conversion of the Series A-1 Preferred Stock. As to any final fraction of a share of Series A Common Stock which a holder of one or more shares of Series A-1 Preferred Stock would otherwise be entitled to receive upon conversion of such shares in the same transaction, the Corporation shall make a cash payment in respect of such final fraction in an amount equal to the same fraction of the current market price of a full share of Series A Common Stock as determined in good faith by the Board of Directors. For the purpose of any computation of current market price under this Certificate of Designation, current market price of any security on any date shall be deemed to be the average of the daily closing prices per share of such security for the 20 consecutive Trading Days immediately prior to such date or, with respect to any adjustment in conversion rights as set forth herein, the earlier of the date in question and the date immediately prior to the Ex Date; provided, however, that if any other transaction occurs requiring an adjustment in the conversion rights as set forth herein, and the Ex Date for such other transaction falls during such 20 consecutive Trading Day period, then, and in each such case, the current per share market price shall be appropriately adjusted. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported on the principal national securities exchange on which the security is listed or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date the security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the security selected by the Board of Directors of the Corporation.
Payment in Lieu of Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Securities. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of any Security or Securities, the Company and/or the Guarantor shall make an adjustment therefor to the nearest 1/100th of a share in cash at the Current Market Price thereof at the close of business on the Business Day next preceding the day of conversion. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities, or specified portions thereof to be converted, so surrendered.
Payment in Lieu of Fractional Shares. In lieu of the distribution of fractional shares of Ventiv Common Stock to holders of record of Xxxxxx Common Stock as of the Record Date, the parties shall cause the Agent to cause all such fractional shares to be aggregated and the resulting shares sold for the account of such stockholders. Such sales shall be effected as soon as practicable after the Distribution Date. Following the sale of the aggregated fractional shares of Ventiv Common Stock, the parties shall cause the Agent to distribute the proceeds of the sale of the aggregated fractional shares to such stockholders.
Payment in Lieu of Fractional Shares. No fractional shares of ---------------------------------------- Energizer Stock shall be issued in the Distribution. In lieu thereof, a distribution agent will aggregate fractional shares into whole shares and sell them in the open market at then prevailing prices on behalf of holders who otherwise would be entitled to receive fractional share interests, and such distribution agent shall remit to each holder of Xxxxxxx Stock who would otherwise be entitled to receive such fractional shares a cash payment equal to such holder's pro rata share of the total gross sale proceeds (after making appropriate deductions of the amount required to satisfy legal requirements). Xxxxxxx shall bear the cost of commissions incurred in connection with such sales.
Payment in Lieu of Fractional Shares. No certificates or scrip representing fractional shares of SLH Common Stock will be issued to Seafield shareholders or to the accounts of participants in the Seafield 401K Plan or the Seafield Stock Purchase Plan as part of the Distribution. The Agent will aggregate fractional shares into whole shares and sell them in the open market at then prevailing prices on behalf of holders who otherwise would be entitled to receive fractional share interests, and such persons will receive instead a cash payment in the amount of their pro rata share of the total sale proceeds. Proceeds from sales of fractional shares will be paid by the Agent based upon the average gross selling price per share of Common Stock of all such sales. Seafield will bear the cost of commissions incurred in connection with such sales. Such sales are expected to be made as soon as practicable after the Record Date. None of Seafield, SLH or the Distribution Agent will guarantee any minimum sale price for the shares of SLH Common Stock, and no interest will be paid on the proceeds. 3
Payment in Lieu of Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Debentures. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of the Debenture, the Company shall make an adjustment to the nearest 1/100th of a share in cash at the current market price thereof at the close of business on the Business Day next preceding the day of conversion.
Payment in Lieu of Fractional Shares. No fractional shares of Common Stock shall be issued in the Distribution. In lieu thereof, New Ralcorp shall remit to each holder of Ralcorp Stock who would otherwise be entitled to receive such fractional shares, an amount of cash equal to the average of the high and low sales prices of the Common Stock during the first three days of trading following the Distribution Date multiplied by such holders fractional interest in such shares (after making appropriate deductions of the amount required for Federal tax withholding purposes).
Payment in Lieu of Fractional Shares. No fractional shares of ------------------------------------ Agribrands Stock shall be issued in the Distribution. In lieu thereof, a distribution agent will aggregate fractional shares into whole shares and sell them in the open market at then prevailing prices on behalf of holders who otherwise would be entitled to receive fractional share interests, and such distribution agent shall remit to each holder of Ralston Stock who would otherwise be xxxxxxxd to receive such fractional shares a cash payment equal to such holder's pro rata share of the total gross sale proceeds (after making appropriate deductions of the amount required for Federal tax withholding purposes). Ralston shall bear the cost of commissixxx xxxurred in connection with such sales.
Payment in Lieu of Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Securities. Instead of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the conversion of any Security or Securities, the Company and/or the Guarantor shall make an adjustment therefor to the nearest
Payment in Lieu of Fractional Shares. Anything contained herein to the contrary notwithstanding, Liberty Media will not issue fractional shares of Liberty Media Series A Common Stock in the Merger. A holder of shares of Liberty Digital Series A Common Stock (other than Merger Sub and other than a holder who validly exercises appraisal rights pursuant to Section 262 of the DGCL) shall be entitled to receive the number of shares of Liberty Media Series A Common Stock determined by multiplying such holder's aggregate number of shares of Liberty Digital Series A Common Stock by the exchange ratio of 0.25. The total number of shares of Liberty Media Series A Common Stock issuable to each such holder shall be rounded down to the nearest whole number. Each holder of shares of Liberty Digital Series A Common Stock who would otherwise have been entitled to a fraction of a share of Liberty Media Series A Common Stock upon surrender of certificates formerly evidencing shares of Liberty Digital Series A Common Stock for exchange pursuant to this Article VI will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by EquiServe Trust Company, N.A., or another exchange agent selected by Liberty Media (the "Exchange Agent"), on behalf of all such holders, of the aggregate fractional shares of Liberty Media Series A Common Stock issued pursuant to this Article VI. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of Liberty Media Series A Common Stock delivered to the Exchange Agent by the Surviving Corporation over (ii) the aggregate number of full Liberty Media Series A Common Stock to be distributed to holders of Liberty Digital Series A Common Stock (such excess being herein called the "Excess Liberty Media Shares"). The Exchange Agent, as agent for the former holders of shares of Liberty Digital Series A Common Stock, shall sell the Excess Liberty Media Shares at the prevailing prices on the New York Stock Exchange ("NYSE"). The sales of the Excess Liberty Media Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Liberty Media Shar...
