Common use of Payment in Lieu of Fractional Shares Clause in Contracts

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.