Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate amount of cash received by the Company therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued 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 which is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the Notes. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the Notes. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor therefore shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefore. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued 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 therefore shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which corporation as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the NotesNoteholders. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesNoteholders. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is 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 aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall will be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity, 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall will be determined jointly by the Company and the holders of a majority of the NotesHolder. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall will be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesHolder. The determination of such appraiser shall will be final and binding upon on the partiesCompany and the Holder, and the fees and expenses of such appraiser shall will be borne paid by the Company.

Calculation of Consideration Received. If any Common StockShares, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discountstherefor. In case any Shares, commissions and related expenses). If any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price fair market value thereof as of the date of receipt. If In case any Common StockShares, Option Options or Convertible Security is Securities are issued 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 which as is attributable to such Common StockShares, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined jointly by the Company and the holders of a majority Holder of the NotesWarrant. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority Holder of the NotesWarrant. The determination of such appraiser shall be final and binding upon on the partiesCompany and the Holder of the Warrant, and the fees and expenses of such appraiser shall be borne paid by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor therefore shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefore. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued 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 therefore shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which corporation as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the NotesMajority Noteholders. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesMajority Noteholders. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate amount of cash received by the Company therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued 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 which as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the NotesRegistered Holder. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesRegistered Holder. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 such consideration received by the Company shall be the Market Price market price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger merger, amalgamation or other business combination or re-organization in which the Company is the surviving corporationentity, 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or marketable securities shall be determined jointly by the Company and the holders of a majority of the NotesRequired Holders through good faith negotiations. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the Notes. The Required Holders, whose determination of such appraiser shall be final and binding upon on the partiesCompany, and the fees and expenses of such appraiser shall be borne paid one-half by the CompanyCompany and one-half by the Required Holders on a pro rata basis.

Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate amount of cash received by the Company therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Fair Market Price Value thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued 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 be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the NotesHolder. If such parties are unable to reach agreement within a reasonable period of time, the Holder may, upon a reasonable good faith determination by the Holder that an appraisal is necessary, request in a timely manner that the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders Registered Holder of a majority of the Notesthis Warrant. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined jointly by the Company and the holders of a majority of the NotesRegistered Holder. If such parties are unable to reach agreement within a reasonable period of timeagreement, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the Notes. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Companyappraisal pursuant to Section 12.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If any Common Stock, Option or Convertible Security is issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued 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 be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the NotesShares. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the Notesoutstanding Shares. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option ------------------------------------- Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option Options or Convertible Security is Securities are issued 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of at least a majority of the Notesaggregate principal amount of the Notes then outstanding. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the Notesaggregate principal amount of the Notes then outstanding. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)) therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 provided that where such consideration consists of securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined in good faith jointly by the Company and the holders of a majority of the NotesRegistered Holder. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesRegistered Holder. The determination of such appraiser shall be final and binding upon on the partiesCompany and the Registered Holder, and the fees and expenses of such appraiser shall be borne paid by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined jointly by the Company and the holders of a majority of the NotesMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesMajority Warrant Holders. The determination of such appraiser shall be final and binding upon on the partiesCompany and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be borne paid by the Company.

Calculation of Consideration Received. If any Common StockWarrant Equity, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discountstherefor. In case any Warrant Equity, commissions and related expenses). If any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common StockWarrant Equity, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity, 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 which as is attributable to such Common StockWarrant Equity, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the NotesMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesMajority Warrant Holders. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Fair Market Price Value thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued to the owners of the non-non- surviving entity in connection with any merger in which the Company is the surviving corporationentity, 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined jointly by the Company and the holders of a majority of the NotesMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesMajority Warrant Holders. The determination of such appraiser shall be final and binding upon on the parties, Company and the holders of Underlying Common Stock and the fees and expenses of such appraiser shall be borne paid by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration consid eration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined jointly by the Company and the holders of a majority of the NotesMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesMajority Warrant Holders. The determination of such appraiser shall be final and binding upon on the partiesCompany and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be borne paid by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options, or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options, or Convertible Security is Securities are issued or sold for a 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 such consideration received by the Company shall be the Market Price market price thereof as of the date of receipt. If In case any Common Stock, Option Options, or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger or other business combination in which the Company is the surviving corporationentity, 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or marketable securities shall be determined by the Company, unless such consideration is paid by an Affiliate of the Company, in which case the fair value of such consideration shall be determined jointly by the Company and the holders of a majority of the NotesRequired Holders. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the Notes. The Required Holders, whose determination of such appraiser shall be final and binding upon on the parties, Company and all Registered Holders of the Warrant. The fees and expenses of such appraiser shall be borne paid by the Company.

Calculation of Consideration Received. If any Common Stock, Option common stock or Convertible Security other Equity Interest is issued or sold or deemed to have been issued or sold for cash, the consideration deemed to be received therefor shall be deemed to be the aggregate amount of cash received by the Company paid therefor (net without deduction of discounts, underwriting commissions and related expensesor the like). If any Common Stock, Option common stock or Convertible Security other Equity Interest is issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option common stock or Convertible Security other Equity Interest is issued 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 which as is attributable to such Common Stock, Option common stock or Convertible Securityother Equity Interest, as the case may be. Consideration received shall include, among others, the value of non-competition agreements, incentive and earn-out payments, and the like. The fair market value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the NotesPurchaser. If such parties are unable to reach agreement within a reasonable period of time, the fair market value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the NotesPurchaser. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)Issuer therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Issuer shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of such consideration received by the Company Issuer shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company Issuer is the surviving corporationentity, 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined jointly by the Company Issuer and the holders of a majority of the NotesHolder. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company Issuer and the holders of a majority of the NotesHolder. The determination of such appraiser shall be final and binding upon on the partiesIssuer and Holder, and the fees and expenses of such appraiser shall be borne paid by the CompanyIssuer.

Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate amount of cash received by the Company Corporation therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of such consideration received by the Company Corporation shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company 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 which as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company Corporation and the holders of a majority of the Notesoutstanding Class A Preferred. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company Corporation and the holders of a majority of the Notesoutstanding Class A Preferred. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the CompanyCorporation.

Calculation of Consideration Received. If any Common StockMembership Units, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If any Common StockMembership Units, Option Options or Convertible Security is Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash deemed to be received by the Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of such consideration deemed to be received by the Company shall be the Market Price fair market price thereof as of the date of receiptreceipt (as determined in good faith by the Membership Committee of the Company). If In case any Common StockMembership Units, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity 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 which as is attributable to such Common StockMembership Units, Option Options or Convertible SecuritySecurities, as the case may be. The "fair value value" of any consideration other than cash and or securities shall be determined jointly by the Company and the holders Majority Warrant Holders, pursuant to the procedure outlined in the definition of a majority of the Notes. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced "Fair Market Value" in valuing such type of consideration jointly selected by the Company and the holders of a majority of the Notes. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the CompanySection 8 hereof.

Calculation of Consideration Received. If any Common Stock, Option Options or Convertible Security is Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate net amount of cash received by the Company therefor (net of discounts, commissions and related expenses)therefor. If In case any Common Stock, Option Options or Convertible Security is Securities are issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Option Options or Convertible Security is Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity 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 which as is attributable to such Common Stock, Option Options or Convertible SecuritySecurities, as the case may be. The fair value of any consideration other than cash and or securities shall be determined jointly by the Company and the holders of a majority of the NotesRegistered Holder. If such parties are unable to reach agreement within a reasonable period of time, the such fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration a recognized investment banking firm jointly selected by the Company and the holders of a majority of the NotesRegistered Holder. The determination of such appraiser recognized investment banker shall be final and binding upon on the partiesCompany and the Registered Holder of the Warrants, and the fees and expenses of such appraiser recognized investment banker shall be borne paid by the Company.

Calculation of Consideration Received. If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the aggregate amount of cash received by the Company therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a 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 securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued 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 which as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and the holders of a majority of the outstanding principal amount of the Notes. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a majority of the outstanding principal amount of the Notes. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.