Common use of Non-Cash Consideration Clause in Contracts

Non-Cash Consideration. In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the per share purchase price to be paid by the investors shall be cash equal to the per share fair value of the non-cash consideration as determined by the Board of Directors (treating warrants as being exercised and convertible securities as being converted and including any payment required on exercise of the warrants or conversion of the convertible securities); provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate per share market price of the securities being offered (treating warrants as being exercised and convertible securities as being converted and including any payment required on exercise of the warrants or conversion of the convertible securities) as of the date the Board of Directors authorizes the offering of such securities.