Common use of No Fractional Securities Clause in Contracts

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Common Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)

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No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. 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 shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Go2net Inc), Execution Copy Agreement and Plan of Merger (Go2net Inc), Agreement and Plan of Merger (Mail Com Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. 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 shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Applicable Average Closing Market Price.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Common Stock in the Step One Merger pursuant to Section 2.2(a1.2(a) hereof. In lieu of any such fractional shares, each holder of Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Common Stock in the as Merger Consideration pursuant to Section 2.2(a) 2.1 hereof. In lieu of any such fractional shares, shares each holder of Common Company Capital Stock who would have otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market PricePrice (calculated in accordance with the relevant provision contained in Section 2.1).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marchex Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) hereof. 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 shall be entitled to receive instead an amount in cash no additional consideration for any fraction of less than one half (1/2) a share and one (1) additional share for any fraction equal to such fraction multiplied by the Closing Market Priceor greater than one half (1/2) a share.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marchex Inc)

No Fractional Securities. No fractional shares of Parent Common Stock ---- ------------------------ shall be issuable by Parent to any Shareholder in connection with the Parent upon the conversion of shares of Common Stock in the Merger pursuant to Section 2.2(a) hereofMerger. In lieu of any such fractional shares, each holder of Common Stock Shareholder who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction fractional share multiplied by the Closing Market Price.

Appears in 1 contract

Samples: Merger Agreement (Atmi Inc)

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No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock in the Merger pursuant to Section 2.2(a) 2.2 hereof. 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 shall be entitled to receive instead an amount in cash equal to 5 10 such fraction multiplied by the Closing closing price of a share of Parent Common Stock on the NASDAQ Stock Market Priceon the day on which the Effective Time occurs.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mail Com Inc)

No Fractional Securities. (a) No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Company Common Stock or Company Preferred Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock and Company Preferred Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price$8.9375.

Appears in 1 contract

Samples: Agreement and Plan of Merger (On2com Inc)

No Fractional Securities. No fractional shares of Parent Common Stock ------------------------ shall be issuable by the Parent upon the conversion of shares of Company Common Stock or the Company Preferred Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Company Common Stock or Company Preferred Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market PricePrice (as defined below).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lycos Inc)

No Fractional Securities. No fractional shares of Parent Common Stock shall be issuable by the Parent upon the conversion of shares of Common Company Capital Stock in the Merger pursuant to Section 2.2(a) hereof. In lieu of any such fractional shares, each holder of Common Company Capital Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Closing Market Price.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Go2net Inc)

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