Common use of Determination of Consideration Clause in Contracts

Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case any shares of Common Stock Shares or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors Trustees of the Company shall promptly determine the fair value of such consideration, and such Common StockShares, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock Shares or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors Trustees of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock Shares or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors Trustees of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant Right a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common StockShares, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock Shares which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case any shares of Common Stock Shares or ------------------------------ Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors Trustees of the Company shall promptly determine the fair value of such consideration, and such Common StockShares, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock Shares or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors Trustees of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock Shares or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors Trustees of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant Right a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common StockShares, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock Shares which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash, if any cash and other assetsconstitutes a part of the assets of a corporation or business substantially all of the assets of which are being received a such consideration) then, for the purpose of this Paragraph 34, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.74.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant you a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the aggregate amount of cash received by the Corporation therefor (before deducting any shares of Common Stock reasonable discounts, commissions or Convertible Securities other expenses allowed, paid or incurred by the Corporation for any rights or options to subscribe for, purchase underwriting or otherwise acquire any Common in connection with the issuance and sale thereof). In the case of the issuance of Additional Stock or Convertible Securities shall be issued or sold for a consideration in whole or in part other than cash, the consideration other than cash (or a shall be deemed to be the fair value thereof except where such consideration consists of securities, in which includes cash and other assets) then, for case the purpose amount of this Paragraph 3consideration received by the Corporation shall be the Market Price thereof as of the date of receipt. If any Additional Stock is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the Board amount of Directors of the Company consideration therefor shall promptly determine be deemed to be the fair value of such consideration, portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock. The fair value of any consideration other than cash and securities (and, Convertible Securitiesif applicable, rights the portions thereof attributable to any such stock or options securities) shall be determined jointly by the Corporation and the holders of a majority of the outstanding Preferred Stock. 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 Corporation and the holders of a majority of the outstanding Preferred Stock. 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 Corporation. In case any Additional Stock is issued in a transaction in which no specific consideration is received by the Corporation or allocated specifically to such Additional Stock, the option shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms$.01.

Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash, if any cash and other assetsconstitutes a part of the assets of a corporation or business substantially all of the assets of which are being received a such consideration) then, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case Any stock dividends or distributions of securities shall be deemed to have been issued or sold without consideration. If any shares of Common Stock Stock, or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities same shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3cash, the Board amount of Directors the consideration other than cash shall be deemed to be the fair market value on the date of issuance of the securities, as determined in good faith by the board of directors of the Company. Any securities issued in connection with any merger and consolidation in which the Company is a surviving corporation shall be valued at the fair market value thereof on the date of issue, as determined in good faith by the board of directors of the Company. In the event of any merger or consolidation of the Company shall promptly determine in which the fair value Company is not the surviving corporation or in the event of such considerationthe sale of all or substantially all the assets of the Company, and such Common Stockstock or other securities of any other corporation, Convertible Securities, rights or options the Company shall be deemed to have been issued a number of shares of its Common Stock for stock or sold securities of the other corporation, computed on the basis of the actual exchange ratio on which the transaction was predicated, for a consideration equal to the fair market value on the date of such determination in good faith. Such value shall not be more than the amount at which transaction of such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board other corporation. (iii0 Certificate of Directors Adjustment. Upon any adjustment of the Company shall promptly determine in good faith what part Exercise Price or the number of the consideration so received is to be deemed to be the consideration for the issue or sale shares of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees thatconstituting a Stock Unit, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a any Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth in reasonable detail the nature of event requiring the transaction for adjustment and the method by which such determination adjustment was required calculated, shall be mailed (by certified mail, return receipt requested, postage prepaid) to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, Holder specifying the basis for its valuation, adjusted Exercise Price and the number of shares of Common Stock which have been or are purchasable on exercise of this Warrant after giving effect of the adjustment of such number of shares pursuant to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and termsSection 5 hereof.

Determination of Consideration. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor will be the amount received by the Company therefor, after deduction of all underwriting discounts or allowances in connection with such issuance, grant or sale. In case any shares of Common Stock Stock, Options or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be 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 (or a including the net present value of the consideration which includes cash and other assets) then, expected by the Company for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine provided or purchased services) will be the fair market value of such consideration, and except where such Common Stockconsideration consists of securities, Convertible Securities, rights or options shall in which case the amount of consideration received by the Company will be deemed the average Daily Market Price for the ten (10) Trading Days with respect to have been issued or sold on such securities thereof prior to the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basisreceipt. In case any Common Stock Stock, Options or Convertible Securities are issued in connection with any merger or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of consolidation in which the Company for a consideration which covers bothis the surviving entity, the Board amount of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to therefor will be deemed to be the consideration for the issue or sale fair market value of such portion of the net assets and business of the non-surviving Company as is attributable to such Common Stock Stock, Options or Convertible Securities, as the case may be. Notwithstanding anything to the contrary contained herein, if Common Stock, Options or Convertible Securities are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, and one or more of such rights securities are issued, granted or options. The sold for a price below fair market value (when the aggregate value of such securities is compared with the aggregate amount of consideration received by the Company covenants and agrees thattherefor), should any determination Holder of the Warrants may elect to determine the amount of consideration deemed to be received by the Company therefor by deducting the difference between the fair value of consideration and the amount paid for any type of securities issued, granted or sold in such transaction or series of allocation of consideration transactions (the “Disregarded Securities”). If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven subsection (7c) days after any and each such determination, deliver to for the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer issuance of the Disregarded Securities or upon any conversion or exercise thereof. For example, if the Company reciting such were to issue convertible notes having a face value as thus determined of $1,000,000 and setting forth the nature of the transaction for which such determination was required warrants to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of purchase shares of Common Stock at an exercise price equal to the market price of the Common Stock on the date of issuance of such warrants in exchange for $1,000,000 of consideration, the fair value of the warrants would be subtracted from the $1,000,000 of consideration received by the Company for the purposes of determining the price per share of Common Stock issuable upon conversion of the convertible notes and for purposes of determining any adjustment to the Exercise Price hereunder as a result of the issuance of the Convertible Securities. The Holders holding a majority of the Warrants outstanding shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or securities; provided, however, that if the Company does not agree to such fair market value calculation within three (3) Business Days after receipt of such calculation along with reasonably detailed supporting documentation from the Holders, then such fair market value will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Holders holding a majority of the Warrants outstanding (which investment banker or other expert shall not have been engaged or are otherwise employed by any of the Holders within one (1) year of the date of such engagement hereunder) and reasonably acceptable to the Company, with the costs of such appraisal to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and termsborne by the Company.