Calculation of Consideration. For purposes of determining the ---------------------------- Consideration issuable to the Owners pursuant to Section 2.2(b) above, the following shall apply:
Calculation of Consideration. (a) For purposes of this Agreement, the following terms shall have the meanings set forth below:
Calculation of Consideration. In the case of an issue of additional shares of Common Stock for cash, the consideration received by the Company shall be deemed to be the net cash proceeds received for such shares. In the case of an issue of additional shares of Common Stock for noncash consideration, the Company's Board of Directors shall determine the value of such consideration and such determination, unless shown by the Holder to have been made other than in good faith, shall be conclusive.
Calculation of Consideration. For purposes of any computation respecting consideration received pursuant to this Article IV, the following shall apply:
Calculation of Consideration. For the purpose of Section 4.4 above, the following provisions shall also be applied:
Calculation of Consideration. In the case of an issue of shares of Common Stock for cash, the consideration received by the Company therefor shall be deemed to be the net proceeds received for such shares, deducting therefrom any commissions or expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issue of such shares; provided, however, that in any such case where the shares of Common Stock so issued are part of a unit or combination of securities of the Company consisting of one or more shares of Common Stock and other securities of the Company, if the amount of the cash consideration received by the Company for the shares of Stock so issued is not determinable at the time of such issuance, such amount shall be deemed to be such portion of the total cash consideration received by the Company for such units or combinations as reasonably determined in good faith by the Company's Board of Directors, regardless of the accounting treatment thereof by the Company;
Calculation of Consideration. For purposes of calculating the aggregate amount of shares of Parent Capital Stock issuable to each Stockholder pursuant to Sections 1.6(b)(i) and 1.6(b)(v), (x) all shares of the Company Capital Stock held by each such Stockholder shall be aggregated on a holder-by-holder basis, and (y) the number of shares of Parent Capital Stock (if any) to be issued to each Stockholder in exchange for each Company share certificate held by such Stockholder shall be rounded down to the nearest whole number. No fraction of a share of Parent Capital Stock will be issued by virtue of the Merger. Any Stockholder who otherwise would be entitled to receive a fraction of a share of Parent Capital Stock shall receive, in lieu thereof, an amount of cash equal to the product obtained by multiplying (A) such fraction by (B) the Parent Signing Price, rounded down to the nearest whole cent.
Calculation of Consideration. In the case of an issuance of additional Warrant Shares (or any other rights, securities or interests exercisable or exchangeable for, or convertible into, Warrant Shares or any other derivatives of Warrant Shares) for noncash consideration, the Board shall in good faith determine the value of such consideration (provided that such consideration is at least equal to the par value) and shall promptly provide the Holder a written explanation of its determination.
Calculation of Consideration. For the purpose of any calculation of the consideration receivable or price pursuant to paragraphs (d), (f), (g) and (h) above, the following provisions shall apply:
Calculation of Consideration. Prior to the Effective Time, the Company shall provide to Parent for review (a) an update to Section 2.5 of this Agreement reflecting the capitalization of the Company as of immediately prior to the Effective Time, (b) a detailed list setting forth (i) the name of each holder of Company Common Stock, vested Company Options and unvested Company Options, as well as the number of shares of Company Common Stock subject thereto as of immediately prior to the Effective Time and the respective exercise price of each Company Option, and (ii) the amount of the Closing Per Share Consideration to which each holder of Company Common Stock is entitled to pursuant to this Agreement (the “Closing Capitalization Certificate”).
