Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If Company shall, at any time or from time to time after the Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by Company shall be the Per Share Market Value for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined by an Independent Appraiser.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Initial Exercise Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c3(h), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board and the Holder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Adjustment Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c)sold, any shares of Common Stock, Options options or Convertible Securitiesconvertible securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received or receivable by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received or receivable by the Company shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received or receivable by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; or (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value of such portion of the aggregate consideration received or receivable by the Company in such transaction as is attributable to such shares of Common Stock, Options options or Convertible Securitiesconvertible securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair market value of any consideration other than cash or marketable securities shall be determined in good faith by an Independent Appraiserthe Board.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Datedate of issuance of this Warrant, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c12(c)(iv), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board and the Holder.

Calculation of Consideration Received. If Company shall, at any time or from time to time after the Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c), any shares of Common --------------------------------------- Stock, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor shall be deemed to for purposes of this Warrant will be the net amount received by the Company therefor; (B) , before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company shall will be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall will be the Per Share Market Value for such securities fair market value (closing bid price, if traded on any market) thereof as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair market value of any consideration other than cash or marketable securities shall will be determined in good faith by an Independent Appraiserinvestment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company.

Calculation of Consideration Received. If Company shall, at In case any time or from time to time after Option is issued in connection with the Issue Date, issue or sellsale of other securities of the Company, or together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued or sold in accordance with Section 7(c), for a consideration of US$0.01. If any shares of Common StockShares, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall will be deemed to be the net amount received by the Company therefor; (B) . If any Common Shares, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the such consideration other than cash received by the Company shall will be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall will be the Per Share Market Value for Closing Sale Price of such securities as of the end of business security on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of receipt. If any Common StockShares, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity or to owners of an entity with which the Company amalgamates (the "amalgamating entity"), the amount of consideration therefor shall will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity or amalgamating entity as is attributable to such shares of Common StockShares, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall will be determined by an Independent Appraiserthe Board of Directors of the Company in good faith.

Calculation of Consideration Received. If Company shallany Common Stock, at any time Purchase Rights or from time to time after the Issue Date, issue or sell, or is deemed to have Convertible Securities are issued or sold in accordance with Section 7(c), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to will be the net amount received by the Company therefor; (B) . In case any Common Stock, Purchase Rights or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such considerationconsideration reasonably determined in good faith by the independent members of the Company’s Board of Directors and approved by the holders of a majority in principal amount of the Notes, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall will be the Per Share Market Value average of the last sale prices thereof on the principal market for such securities as during the period of the end of business on ten Trading Days immediately preceding the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of receipt. In case any Common Stock, Options Purchase Rights or Convertible Securities, as the case may be, Securities are issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options Purchase Rights or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined by an Independent Appraiser.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue DateDate of Issuance, issue or sell, or is be deemed to have issued or sold in accordance with Section 7(c)sold, any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by Company therefor shall be deemed to be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or marketable securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (DE) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined by an Independent Appraiserthe fair market value thereof.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c4(d), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board and the Holder.

Calculation of Consideration Received. If Company shall, at In case any time or from time to time after Option is issued in connection with the Issue Date, issue or sellsale of other securities of the Company, or together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued or sold in accordance with Section 7(c), for a consideration of US $0.01. If any shares of Common StockShares, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall will be deemed to be the net amount received by the Company therefor; (B) . If any Common Shares, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the such consideration other than cash received by the Company shall will be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall will be the Per Share Market Value for Closing Sale Price of such securities as of the end of business security on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of receipt. If any Common StockShares, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity or to owners of an entity with which the Company amalgamates (the "amalgamating entity"), the amount of consideration therefor shall will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity or amalgamating entity as is attributable to such shares of Common StockShares, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall will be determined by an Independent Appraiserthe Board of Directors of the Company in good faith.

Calculation of Consideration Received. If Company shallany shares of Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or is deemed to have been issued or sold in accordance with Section 7(c)for cash, the consideration received therefor or the Price Per Share, as the case may be, will be deemed to be the net amount received or to be received, respectively, by the Corporation therefor. In case any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by Company therefor; (B) for a consideration other than cash, the amount of the consideration other than cash received by Company shall the Corporation or the non-cash portion of the Price Per Share, as the case may be, will be the fair value of such considerationconsideration received or to be received, respectively, by the Corporation; except where such consideration consists of marketable securities, in which case the amount of consideration received or to be received, respectively, by Company shall the Corporation will be the Per Share Market Value for such securities Price thereof as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such receipt. If any shares of Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which Company the Corporation is the surviving corporation, the amount of consideration therefor shall will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable and securities shall will be determined jointly by the Corporation and the holders of a majority of the outstanding Warrants. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration will be determined by an Independent Appraiserindependent appraiser jointly selected by the Corporation and the holders of a majority of the outstanding Warrants.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c)4.3, any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end Close of business Business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board and the Holder.

Calculation of Consideration Received. If Company shall, at any time or from time to time after the Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c), any shares of Common StockOrdinary Shares, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor shall be deemed to for purposes of this Warrant will be the net amount received by the Company therefor; (B) , before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Ordinary Shares, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company shall will be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall will be the Per Share Market Value for such securities fair market value (closing bid price, if traded on any market) thereof as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of Common Stockreceipt. In case any Ordinary Shares, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common StockOrdinary Shares, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair market value of any consideration other than cash or marketable securities shall will be determined in good faith by an Independent Appraiserinvestment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Grant Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c3.3(d), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair market value of any consideration other than cash or marketable securities shall be determined in good faith by an Independent Appraiserthe Board.

Calculation of Consideration Received. If Company shall, at any time or from time to time after the Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c), any shares of Common StockUnits, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall or the Price Per Unit, as the case may be, will be deemed to be the net amount received or to be received, respectively, by the Company therefor; (B) . In case any Units, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall or the non-cash portion of the Price Per Unit, as the case may be, will be the fair value of such considerationconsideration received or to be received, respectively, by the Company; except where such consideration consists of marketable securities, in which case the amount of consideration received or to be received, respectively, by the Company shall will be the Per Share Market Value for such securities Price thereof as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of Common Stockreceipt. If any Units, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationCompany, the amount of consideration therefor shall will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity Company as is attributable to such shares of Common StockUnits, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable and securities shall will be determined jointly by the Company and Blue Rhino. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration will be determined by an Independent Appraiserindependent appraiser jointly selected by the Company and Blue Rhino.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue DateClosing date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c4(d), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith by an Independent Appraiserthe Board.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c4(d), any shares of Common StockShares, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common StockShares, Options or Convertible Securities, as the case may be, issued in such transactiontransaction/; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockShares, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board and the Holder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Issuance Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c2(h), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith by an Independent Appraiserthe Company’s Board of Directors.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c)4.4, any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end Close of business Business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board and the Holder.

Calculation of Consideration Received. If Company shallthe Company, at any time or from time to time after the Issue Dateissuance of this Warrant, issue issues or sellsells, or is deemed to have issued or sold in accordance with this Section 7(c)4.2, any shares of Common Stock, Options or Convertible Securities: Securities (Ai) for cash, the consideration received therefor shall be deemed to will be the net amount in cash received by the Company therefor; , (Bii) for consideration other than cash, the amount of the consideration other than cash received by the Company shall will be the fair value of such consideration, except where such consideration consists of is marketable securities, in which case the amount of consideration received by the Company shall will be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the trading day immediately prior to the date of receipt of such securities; , (Ciii) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, the Company that together comprising comprises one integrated transaction, the amount of the consideration therefor shall will be deemed to be the fair value of such portion of the aggregate consideration received by Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; zero or (Div) to the owners of the non-surviving nonsurviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall will be deemed to be the fair value of such portion of the net assets and business of the non-surviving nonsurviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall will be jointly determined in good faith by an Independent Appraiserthe Board and the Holder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Issuance Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c)sold, any shares of Common Stock, Options options or Convertible Securitiesconvertible securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received or receivable by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received or receivable by the Company shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received or receivable by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; or (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value of such portion of the aggregate consideration received or receivable by the Company in such transaction as is attributable to such shares of Common Stock, Options options or Convertible Securitiesconvertible securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair market value of any consideration other than cash or marketable securities shall be determined in good faith by an Independent Appraiserthe Board.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c)4.3, any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value Fair Market Value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by Company shall be the Per Share Market Value for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value Fair Market Value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value Fair Market Value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined by an Independent Appraiser.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c4(d), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board of Directors and the Holder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c4(c), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by an Independent Appraiserthe Board of Directors and the Holder.

Calculation of Consideration Received. If Company the Corporation shall, at any time or from time to time after the Issue DateDate of Issuance, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c8.5(d), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by Company the Corporation therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by Company the Corporation shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by Company the Corporation shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Companythe Corporation, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by Company the Corporation in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which Company the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined in good faith by an Independent Appraiserthe Board.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Effective Date, issue or sell, or is deemed to have issued or sold in accordance with this Section 7(c), 5.3 any shares of Common Stock, Options or Convertible Securities: (Ai) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (Bii) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the Per Share Market Value market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (Ciii) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (Div) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair value of any consideration other than cash or marketable securities shall be determined by an Independent Appraiserin good faith the Board of Directors, whose determination shall be described in a resolution.