Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold for cash, the consideration received therefor will be the amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The independent members of the Company’s Board of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration.

Appears in 28 contracts

Samples: Senior Convertible Note (Earth Biofuels Inc), Senior Convertible Note (Earth Biofuels Inc), Senior Convertible Note (Earth Biofuels Inc)

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Calculation of Consideration Received. If any Common StockShares, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the amount received by the Company therefor. In case any Common StockShares, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company (including will be the net present fair value of such consideration as of the date of receipt determined as set forth below. Any consideration expected received shall be net of discounts, commissions, taxes and other expenses allowed, paid or incurred by the Company for underwriting or otherwise in connection with the provided or purchased services) shall be the fair market value issuance and sale of such considerationsecurities. In case If any Common StockShares, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporationentity, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving corporation entity as is attributable to such Common StockShares, Options or Convertible Securities, as the case may be. The independent members of the Company’s Board of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash will be the Current Market Value of such consideration; provided, however, that no value shall be credited as consideration for services rendered.

Appears in 2 contracts

Samples: Warrant Agreement (Florida Gaming Corp), Warrant Agreement (Florida Gaming Corp)

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Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold for cash, the consideration received therefor will be the amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The A majority of the independent members of the Company’s Board of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration.

Appears in 1 contract

Samples: Warrant Agreement (Echo Therapeutics, Inc.)

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