No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 36 contracts
Samples: Agreement and Plan of Merger (Arena Resources Inc), Agreement and Plan of Merger (Sandridge Energy Inc), V Agreement and Plan of Merger (Yahoo Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger (Compex Technologies Inc), Agreement and Plan of Merger (Encore Medical Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of with respect to Parent Common Stock shall relate be payable on or with respect to such any fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Usa Waste Services Inc), Agreement and Plan of Merger (James River Corp of Virginia), Agreement and Plan of Merger (Fort Howard Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Battle Mountain Gold Co), Agreement and Plan of Merger (Santa Fe Pacific Gold Corp), Agreement and Plan of Merger (Allwaste Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend dividends or distribution other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp)
No Fractional Shares. (i) No certificates Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 6 contracts
Samples: Ii– Agreement and Plan of Merger (Anchor Gaming), Agreement and Plan of Merger (Mail Boxes Etc), Agreement and Plan of Merger (International Game Technology)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall will be issued upon the surrender for exchange of CertificatesCompany Certificates or Book-Entry Shares, no dividend or distribution of Parent shall will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Spartech Corp), Agreement and Plan of Merger (Polyone Corp), Agreement and Plan of Merger (Schulman a Inc)
No Fractional Shares. (i) No certificates or scrip representing evidencing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of the Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatescertificates representing shares of Company Common Stock, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.; and
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Flightsafety International Inc), Agreement and Plan of Merger (Online System Services Inc), Agreement and Plan of Merger (International Dairy Queen Inc)
No Fractional Shares. (i) No certificates Parent Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates or Company Book-Entry Shares, no dividend or distribution of Parent shall relate to such fractional share interests interests, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (PAETEC Holding Corp.), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp)
No Fractional Shares. (i) No certificates or scrip representing evidencing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Nabors Industries Inc), Consent and Voting Agreement (Nabors Industries Inc), Employment Agreement (Bayard Drilling Technologies Inc)
No Fractional Shares. (i) No certificates or scrip representing representing, or receipts evidencing, fractional shares of Parent Common Stock Shares shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of with respect to Parent Shares shall relate to such fractional share shares interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend dividends or distribution other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Merger Agreement (Guidant Corp), Agreement and Plan of Merger (Johnson & Johnson)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend dividends or distribution other distributions of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 3 contracts
Samples: Memorandum of Agreement (Bowater Inc), Agreement and Plan of Merger (Premium Standard Farms, Inc.), Agreement and Plan of Merger (Smithfield Foods Inc)
No Fractional Shares. (i) No certificates or scrip of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificatespursuant hereto, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder shareholder of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TGC Industries Inc), Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatescertificates formerly representing shares of Company Common Stock pursuant to this Article II; no dividend, no dividend stock split or distribution other change in the capital structure of Parent Acquiror shall relate to such any fractional share interests security; and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parentsecurity holder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Data General Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall will be issued upon the surrender for exchange of Company Certificates, no dividend or distribution of Parent shall will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Smtek International Inc), Agreement and Plan of Merger (May Department Stores Co), Agreement and Plan of Merger (CTS Corp)
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall Shares will be issued in the Merger upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Chemgenex Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent. For purposes of this Section 2.02(e), all fractional shares to which a single record holder of Company Common Stock would otherwise be entitled shall be aggregated and calculations shall be rounded to three decimal places.
Appears in 3 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Chase Industries Inc), Agreement and Plan of Merger (Olin Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Buyer Common Stock shall be issued upon the surrender for exchange of the Company Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such those fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of ParentBuyer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Minntech Corp), Agreement and Plan of Merger (Diker Charles M), Agreement and Plan of Merger (Cantel Medical Corp)
No Fractional Shares. (i) No certificates or scrip representing evidencing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests Certificates and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the Parent. In lieu of fractional shares of Parent Common Stock, any fractional share will be rounded up to the nearest whole share of Parent Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marketshare Recovery Inc), Agreement and Plan of Merger (Aerobic Creations, Inc.), Agreement and Plan of Merger (Intrac Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or other distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp)
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatesany certificate(s) representing shares of Company Common Stock, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.; and
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Compudyne Corp), Agreement and Plan of Merger (Compudyne Corp), Agreement and Plan of Merger (Compudyne Corp)
No Fractional Shares. (i) No certificates Parent Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of ASARCO Certificates, no dividend or distribution of Parent shall relate to such fractional share interests interests, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Asarco Inc), Agreement and Plan of Merger (Phelps Dodge Corp), Agreement and Plan of Merger (Phelps Dodge Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder shareholder of Parent.. Each holder of a fractional share interest shall be paid an amount in cash equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Federal Paper Board Co Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares Fractional Shares of Parent Buyer Common Stock shall be issued upon the surrender for exchange of Company Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests those Fractional Shares will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of ParentBuyer.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stellent Inc), Agreement and Plan of Merger (Optika Inc)
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall will be issued in the Merger upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock in exchange for Certificates pursuant to this Section shall receive from the Exchange Agent a cash payment in lieu of such fractional
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ahi Healthcare Systems Inc), Agreement and Plan of Merger (Fpa Medical Management Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates or Common Stock Options, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Infonow Corp /)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Class A Common Stock shall be issued upon the surrender for exchange of the Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (Caprock Communications Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Turner Broadcasting System Inc), Agreement and Plan of Merger (Time Warner Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent. For purposes of this Section 3.2(e), all fractional shares to which a single record holder of Company Common Stock would otherwise be entitled shall be aggregated and calculations shall be rounded to three decimal places.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Krispy Kreme Doughnuts Inc), Agreement and Plan of Merger (Montana Mills Bread Co Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock or Bridge Preferred Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tc Group LLC), Agreement and Plan of Merger (Urs Corp /New/)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SLM Holding Corp), Agreement and Plan of Merger (Getchell Gold Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall will be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dynamics Corp of America), Amended and Restated Agreement and Plan of Merger (CTS Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Buyer Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates formerly representing Target Common Shares, no dividend or distribution of Parent Buyer shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of ParentBuyer.
Appears in 2 contracts
Samples: Arrangement Agreement (Global Election Systems Inc), Arrangement Agreement (Global Election Systems Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates which have been converted pursuant to Section 2.1(c), no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Level 8 Systems Inc), Agreement and Plan of Merger (Template Software Inc)
No Fractional Shares. (i) No certificates Parent Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Voting Agreement and Irrevocable Proxy (Idx Systems Corp), Voting Agreement and Irrevocable Proxy (Allscripts Inc /Il)
No Fractional Shares. (i) No Registered Parent Shares or certificates or scrip scrips, in each case representing fractional shares of Parent Common Stock Stock, shall be issued upon the surrender for exchange of Certificates, no dividend dividends or distribution other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benchmark Electronics Inc), Agreement and Plan of Merger (Pemstar Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder shareholder of Parent.. Each holder of a fractional share interest shall be paid an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii)
Appears in 2 contracts
Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates pursuant to this Article III, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Sterling Software Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon as part of the surrender for exchange of CertificatesPurchase Price, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cendant Corp), Stock Purchase Agreement (Trendwest Resorts Inc)
No Fractional Shares. (i) No certificates Parent Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests interests, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyprus Amax Minerals Co), Agreement and Plan of Merger (Phelps Dodge Corp)
No Fractional Shares. (i) No certificates Parent Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates or Book-Entry Shares, no dividend or distribution of Parent shall relate to such fractional share interests interests, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Windstream Holdings, Inc.), Agreement and Plan of Merger (EarthLink Holdings Corp.)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall will be issued upon the surrender for exchange of Company Certificates, no dividend or distribution of on or with respect to Parent shall Common Stock will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Multifoods Corp), Agreement and Plan of Merger (Smucker J M Co)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatescertificates formerly representing any of the Shares, no dividend or distribution of with respect to Parent Common Stock shall relate be payable on or with respect to such any fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In lieu of the issuance of any fractional share of Parent Common Stock, Parent shall pay in cash any portion of the Initial Merger Consideration that would otherwise result in the issuance of a fractional share of Parent Common Stock to any Company Stockholder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall will be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall will relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ackerley Group Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
No Fractional Shares. (i) No certificates or scrip certificate representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Peplin Inc), Agreement and Plan of Merger (Ambassadors International Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Crown Common Stock Shares shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote vote, to receive dividends or to any other rights of a stockholder shareholder of ParentCrown.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crown American Realty Trust), Agreement and Plan of Merger (Pennsylvania Real Estate Investment Trust)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests interests, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evergreen Resources Inc), Agreement and Plan of Merger (Pioneer Natural Resources Co)
No Fractional Shares. (i) No certificates certificates, receipts or scrip representing fractional shares of Parent Common Stock Shares shall be issued upon the surrender or transfer for exchange of CertificatesCompany Certificates or Book-Entry Shares, no dividend or distribution of Parent shall will relate to such fractional share interests Parent Shares and such fractional share interests Parent Shares will not entitle the owner thereof to vote or to any rights of a stockholder of ParentParent Stockholder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Atmel Corp)
No Fractional Shares. (i) No certificates or scrip representing representing, or receipts evidencing, fractional shares of Parent Common Stock ADSs shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of with respect to Parent Shares shall relate to such fractional share shares interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mp3 Com Inc), Agreement and Plan of Merger (Vivendi)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatescertificates that immediately prior to the Effective Time represented Shares or Preferred Shares which have been converted pursuant to Section 2.1, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pillowtex Corp), Fieldcrest Cannon Inc
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock ADSs shall be issued upon the surrender for exchange of Certificates, no dividend or other distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to exercise any rights of a stockholder holder of ParentParent ADSs.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Collateral Therapeutics Inc), Agreement and Plan of Merger (Collateral Therapeutics Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any other rights of a stockholder shareholder of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commonwealth Industries Inc/De/), Agreement and Plan of Merger (Imco Recycling Inc)
No Fractional Shares. (i) No certificates or scrip representing evidencing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution any shares of Company Common Stock for shares of Parent shall relate to such fractional share interests Common Stock hereby, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
No Fractional Shares. (ia) No certificates or scrip -------------------- representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Company Certificates, no dividend or distribution of with respect to Parent Common Stock shall relate be payable on or with respect to such any fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eastern Environmental Services Inc)
No Fractional Shares. (ia) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to Certificates and such a fractional share interests and such fractional share interests will shall not entitle the record or beneficial owner thereof to vote or to any other rights of as a stockholder of Parent.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to the right to vote or to any other rights of a stockholder of Parent.
Appears in 1 contract
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Company Certificates for exchange of Certificatesexchange, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent...
Appears in 1 contract
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of any such fractional shares, the aggregate number of shares of Parent Common Stock to which each holder of a fractional share interest is entitled pursuant to this Section 2.02(d) shall be rounded to the nearest whole share of Parent Common Stock.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCer- tificates pursuant to this Article II; no dividend, no dividend stock split or distribution other change in the capital structure of Parent shall relate to such any fractional share interests security; and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parentsecurity holder.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. All shares of Parent Common Stock to be issued pursuant to Section 1.6 shall be rounded up to the nearest whole share.
Appears in 1 contract
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock Subordinate Shares shall be issued upon the surrender for exchange of Certificatesany certificate(s) representing Shares, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.; and
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing -------------------- fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guarantee Life Companies Inc)
No Fractional Shares. (ia) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing -------------------- fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatescertificates that immediately prior to the Effective Time represented Shares which have been converted pursuant to Section 3.1, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock Ordinary Shares shall be issued in the Merger upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall will relate to such fractional share interests Parent Ordinary Shares, and such fractional share interests will Parent Ordinary Shares shall not entitle the owner thereof to vote or to any rights of a stockholder holder of ParentParent Ordinary Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silicon Valley Group Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder shareholder of Parent. Each holder of a fractional share interest shall be paid an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the Closing Parent Share Price.
Appears in 1 contract
No Fractional Shares. (i1) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of with respect to Parent Common Stock shall relate be payable on or with respect to such any fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Instrument Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to the right to vote or to any other rights of a stockholder of Parent. Any fractional share interests shall be rounded down to the nearest whole share of Parent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Technology Industries Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Preferred Stock shall be issued upon the surrender for exchange of Certificatescertificates representing shares of Company Common Stock, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.; and
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing --------------------- fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend dividends or distribution other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing evidencing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or holder to any rights of as a stockholder of Parent. In lieu of fractional shares of Parent Common Stock, any fractional share will be rounded up or down to the nearest whole share of Parent Common Stock.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vacation Break Usa Inc)
No Fractional Shares. (i) No certificates Parent Certificates or scrip representing fractional shares of Parent Common Stock Preferred Shares shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In lieu thereof, each holder who would have otherwise received a fractional share shall be entitled to an amount of cash equal to such fraction multiplied by the Offer Price.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Wireless Communications Holdings Inc)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates pursuant to this Article 3, and no Parent dividend or other distribution of Parent or stock split or combination shall relate to such any fractional share interests security, and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder security holder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Imaging Resources Inc.)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatescertificates that immediately prior to the Effective Time represented Shares which have been converted pursuant to Section 2.1(c), no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
No Fractional Shares. (ia) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent, no dividend dividends or distribution other distributions of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CF Industries Holdings, Inc.)
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to exercise any other rights of a stockholder of Parent.. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to the
Appears in 1 contract
No Fractional Shares. (ia) No fractional Parent Common Shares or certificates or scrip representing fractional shares of or Parent Common Stock Shares evidencing fractional Parent Common Shares shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brandywine Operating Partnership Lp /Pa)
No Fractional Shares. (i) No certificates or scrip or shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of CertificatesCertificates or upon conversion of shares, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent CoreComm Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent CoreComm shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of ParentCoreComm.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to the right to vote or to any other rights of a stockholder of Parent.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to Certificates and such a fractional share interests and such fractional share interests will shall not entitle the record or beneficial owner thereof to vote or to any other rights of as a stockholder of Parent. In lieu of receiving any such fractional share, each holder of Mind Solutions Common Stock who would otherwise have been entitled thereto upon the surrender of Certificates for exchange will have any such fractional share rounded up to the next single whole share amount.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional --------------------- shares of Parent Common Stock shall will be issued upon the surrender for exchange of Certificates, no dividend or distribution but in lieu thereof, each holder of Parent a fractional share interest shall relate be paid an amount in cash (without interest) equal to the product obtained by multiplying (i) such fractional share interests and interest which such holder (after taking into account all fractional share interests will not entitle then held by such holder) would otherwise be entitled by (ii) the owner thereof to vote or to any rights of a stockholder of ParentParent Mean Price.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatesshares of Company Shares Stock pursuant to this Article II; and no dividend, no dividend stock split or distribution other change in the capital structure of Parent shall relate to such any fractional share interests security; and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder security holder. Each fractional share issuable shall be rounded up to the nearest whole share of ParentParent Common Stock.
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing evidencing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.. In lieu of any such fractional shares, each holder of Company Common Stock upon surrender of a Certificate for exchange pursuant to this Section 3.2, shall either (A) be paid an amount in cash
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing -------------------- fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates which have been converted pursuant to Section 2.1(c), no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Software Inc)
No Fractional Shares. (ia) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatesshares of Company Common Stock which have been converted pursuant to this Agreement, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to have any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alamosa Holdings Inc)
No Fractional Shares. (i) No certificates Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder shareholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gemstar International Group LTD)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificatesthe Certificates and the Uncertificated Shares, no dividend or distribution of Parent shall relate to such fractional share interests interests, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Range Resources Corp)
No Fractional Shares. (i) No certificates certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to cash in lieu of such fractional share, to vote or to any other rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Western Power & Equipment Corp)
No Fractional Shares. (i) No certificates or scrip certificate representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interpore International Inc /De/)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Buyer Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent Buyer shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of Parent.frac-
Appears in 1 contract
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any other rights of a stockholder shareholder of Parent. Notwithstanding any other provision of this Agreement, with respect to each holder of Company Common Stock, if the aggregate number of shares of Parent Stock collectively issuable to such a holder for conversion of all of such holder's Company Stock pursuant to this Article 3 includes a fractional share, such fractional share shall be rounded to the nearest whole number.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Chell Group Corp)
No Fractional Shares. (ia) No certificates or scrip representing -------------------- fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates which have been converted pursuant to Section 2.1 hereof, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parentthe Corporation.
Appears in 1 contract
Samples: Form of Agreement and Plan of Merger (Greenmountain Com Co)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Buyer Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent Buyer shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of ParentBuyer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Precision Response Corp)
No Fractional Shares. (i) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of CertificatesCertificates pursuant to this Article II; no dividend, no dividend stock split or distribution other change in the capital structure of Parent shall relate to such any fractional share interests security; and such fractional share interests will shall not entitle the owner thereof to vote or to any rights of a stockholder of Parentsecurity holder.
Appears in 1 contract
No Fractional Shares. (i) No certificates Notwithstanding any other provision of this Agreement, no certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to enjoy any other rights of a stockholder shareholder of the Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Source Services Corp)
