Common use of Consideration Received Clause in Contracts

Consideration Received. For purposes of computing compensation received for the purposes of the calculations set forth in paragraph 2, the following shall apply: (1) in the case of issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest error, and shall be described in a Board resolution, a copy of which shall be delivered to the Holder; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5.

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Sections 10.09 and 10.10, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination determinations shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the HolderTrustee; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5Section).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes pursuant to subsection (b) of the calculations set forth in paragraph 2this Section 13, the following shall apply: (1) in the case of the issuance of shares of Common Stock Class B Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock Class B Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the HolderWarrant Agent; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5subsection).

Consideration Received. For purposes of computing compensation any computation respecting ---------------------- consideration received for the purposes pursuant to subsections (b), (c), (d) and (e) of the calculations set forth in paragraph 2this Section 13, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the net amount of such cash, provided that in no case shall any deduction be made for commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a resolution of the Board resolution, a copy of Directors which shall be delivered to filed with the HolderWarrant Agent; and (3iii) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this paragraph 5subsection).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Section 4.07, the following shall apply: (1a) in In the case of issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith;. (2b) in In the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a resolution of the Board resolution, a copy of which Directors that shall be delivered to filed with the Holder; andCompany. (3c) in In the case of the issuance of securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such the securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses paragraphs (1a) and (2b) of this paragraph 5Section).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to this Section 4.1, the following shall apply: (1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest error, and shall be described in reasonable detail in a Board resolution, a copy of resolution which shall be delivered provided promptly thereafter to the Warrant Agent and (upon request) to any Holder; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable or exercisable for sharesCommon Shares (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such rights, options, warrants or securities convertible into or exchangeable for Common Shares, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this paragraph 5Section 4.1(g)).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Section 9 hereof, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the Holder; Warrant Agent; (iii) whenever this Warrant Agreement calls for the determination of "fair market value," such fair market value shall be determined in good faith by the Board of Directors and as evidenced by a written resolution thereof, and (3iv) in the case of the issuance of securities convertible into or exchangeable or exercisable for sharesRights, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities Rights, plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5Section 9(i))).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes pursuant to subsections (d) and (e) of the calculations set forth in paragraph 2this Section 8, the following shall will apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the HolderWarrant Agent; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall will be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5subsection).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes pursuant to subsection (b) of the calculations set forth in paragraph 2this Section 13, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the HolderWarrant Agent; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5subsection).

Consideration Received. (1) For purposes of computing compensation any computation respecting consideration received for the purposes pursuant to subsections (b) and (c) of the calculations set forth in paragraph 2this Section 13, the following shall apply: (1) : in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of which shall be delivered mailed to the Holdereach holder; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5subsection).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Sections 13.09 and 13.10, the following shall apply: (1) in the case of the issuance of shares of JCC Holding Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company JCC Holding for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of JCC Holding Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the HolderTrustee; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company JCC Holding for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company JCC Holding upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5Section 13.11).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Section 17(d) and (e), the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the Holder; andWarrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5.the

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes pursuant to subsections (a) and (b) of the calculations set forth in paragraph 2this Section 4, the following shall apply: (1) . in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided provided, however, that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) . in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest error, and shall be described in a resolution of the Board resolution, a copy of which shall be delivered to the HolderDirectors; and (3) . in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the exercise or conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5subsection).

Consideration Received. For purposes of computing compensation any computation ---------------------- respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Section 4.06(b), the following shall apply: (1i) in the case of issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case -------- shall any deduction be made for commissions, discounts or other expenses incurred by the Company Merisel Parent for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a resolution of the Board resolution, a copy of which shall be delivered to the HolderDirectors; and (3iii) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Merisel Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Merisel Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this paragraph 5Section 4.06(d)).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Section 10, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective by a majority of the accounting treatment thereofNon- Preferred Stock Directors), whose determination shall be conclusive absent manifest erroras evidenced by a written resolution thereof, and shall be described in a Board resolution, a copy of which shall be delivered subject to the Holder; andprovisions of Subsection 10(q) below; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for sharesRights, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities Rights plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5Subsection).

Consideration Received. For purposes of computing compensation any computation ---------------------- respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to this Section 4.1, the following shall apply: (1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest error, and shall be described in reasonable detail in a Board resolution, a copy of board resolution which shall be delivered provided as soon as practicable thereafter to the HolderHolders; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable or exercisable for sharesCommon Shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such rights, options, warrants or securities convertible into or exchangeable for Common Shares plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this paragraph 5Section 4.1(g)).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes pursuant to subsection (c) of the calculations set forth in paragraph 2this Section 6, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive conclusive, absent manifest error, and shall be described in a Board resolution, a copy of which shall be delivered to the Holder; and; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5subsection).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes pursuant to subsections (d) and (e) of the calculations set forth in paragraph 2this Section 9, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company Parent for any underwriting of the issue or otherwise in connection therewith); (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof (irrespective of the accounting treatment thereof) as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest error, and shall be described in a Board resolution, a copy of which shall be delivered to the HolderParent; and (3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Parent upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5subsection).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Sections 10.09 and 10.10, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors or a duly authorized committee thereof (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of resolution which shall be delivered to filed with the HolderTrustee; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5Section).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Sections 8.4 and 8.5, the following shall apply: (1i) in the case of the issuance of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, for cash, the consideration shall be the gross amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other costs, fees or expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewithwith the sale and issuance of such shares; (2ii) in the case of the issuance of shares of Common Stock Stock, or securities convertible into or exchangeable or exercisable for Common Stock, for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest errorconclusive, and shall be described in a Board resolution, a copy of which shall be board resolution delivered to the HolderWarrant Agent; and (3iii) in the case of the issuance of securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this paragraph 5Section 8.6).

Consideration Received. For purposes of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to this Section 11, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof (as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereofBoard), whose determination shall be conclusive absent manifest error, and shall be described in a Board resolution, a copy of which shall be delivered to the Holder; and (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5(k)).

Consideration Received. For purposes purpose of computing compensation any computation respecting consideration received for the purposes of the calculations set forth in paragraph 2pursuant to Sections 4.3 and 4.4, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration consideration, in whole or in part part, other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive absent manifest error, ) and shall be described in a Board resolution, a copy of board resolution which shall be delivered to filed with the HolderWarrant Agent; and (3) in the case of the issuance of securities convertible into or exerciseable or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this paragraph 5Section 4.14.