Obligation of Corporation to Issue Fraction or Evidence of

fraction of Share or to Permit or Recognize Transfers of Less than Whole Shares. In the absence of a contrary provision in the articles or bylaws, a corporation shall not be obligated

(a)to issue either a fraction of a share or a scrip or other certificate evidencing such fraction if the corporation shall in lieu thereof pay to the person who would otherwise be entitled to such fraction the fair value thereof as determined by the Board of Directors, or

(b)to permit or recognize transfers of less than a whole share if the corporation shall agree to purchase such fraction at the fair value thereof as determined by the Board of Directors. Such determination of fair value shall be conclusive in the absence of fraud.