Common use of Determination of Consideration Clause in Contracts

Determination of Consideration. For the purpose of making any adjustment required under this Section (f)(ii), the consideration received by the Company for any issue or sale of securities shall (1) to the extent it consists of cash, be the amount of cash received by the Company therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection thereof, (2) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors, and (3) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.

Appears in 19 contracts

Samples: Warrant (FNDS3000 Corp), Warrant (FNDS3000 Corp), Warrant (FNDS3000 Corp)

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Determination of Consideration. For the purpose of making any adjustment required under this Section (f)(ii6(d), the consideration received by the Company Issuer for any issue or sale of securities shall (1A) to the extent it consists of cash, be the amount of cash received by the Company Issuer therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company Issuer for any underwriting or otherwise in connection thereof, (2B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors, and (3C) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company Issuer for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.

Appears in 5 contracts

Samples: Note Purchase Agreement (FNDS3000 Corp), FNDS3000 Corp, FNDS3000 Corp

Determination of Consideration. For the purpose of making any adjustment required under this Section (f)(ii6(d), the consideration received by the Company Issuer for any issue or sale of securities shall (1i) to the extent it consists of cash, be the amount of cash received by the Company Issuer therefor before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company Issuer for any underwriting or otherwise in connection thereof, (2ii) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors, and (3iii) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company Issuer for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.

Appears in 2 contracts

Samples: Note Purchase Agreement (FNDS3000 Corp), FNDS3000 Corp

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Determination of Consideration. For the purpose of making any adjustment required under this Section (f)(ii), the consideration received by the Company for any issue or sale of securities shall (1) to the extent it consists of cash, be the amount of cash received by the Company therefor therefore before deducting any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection thereof, (2) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board of Directors, and (3) if Additional Shares of Common Stock, Convertible Securities (as hereinafter defined) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.

Appears in 1 contract

Samples: FNDS3000 Corp

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