Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. 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, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (average of the closing bid and ask price, if traded on any market) thereof as of the date of receipt. 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 fair market value of any consideration other than cash or securities will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company.

Calculation of Consideration Received. If Company shall, at any time or from time to time after the Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 7(c), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by Company shall be the Company will Per Share Market Value for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration shall be the dollar amount thereof and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyIndependent Appraiser.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Initial Exercise Date, issue or sell, or is deemed to have issued or sold in accordance with Section 3(h), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any Common Stocktime or from time to time, Options issue or sell, or is deemed to have issued or sold in accordance with Section 2(c), any Ordinary Shares, Options, or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the fair market value price (average of the closing bid and ask price, if traded as reflected on any marketsecurities exchange, quotation system or association, or similar pricing system covering such security) thereof for such securities as of the end of business on the date of receipt. In case any Common Stockreceipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, Options together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be $0.01; or Convertible Securities are issued (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 StockOrdinary Shares, Options Options, or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Adjustment Date, issue or sell, or is deemed to have issued or sold, any shares of Common Stock, Options options or Convertible Securities are issued, granted or sold convertible securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received or receivable by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received or receivable by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received or receivable by the Company will shall be the fair market value price (average of the closing bid and ask price, if traded as reflected on any marketsecurities exchange, quotation system or association or similar pricing system covering such security) thereof for such securities as of the end of business on the date of receipt. In case any Common Stock, Options receipt of such securities; or Convertible Securities are issued (C) for no specifically allocated consideration in connection with any merger an issuance or consolidation in which sale of other securities of the Company is the surviving corporationCompany, together comprising one integrated transaction, the amount of the consideration therefor will shall be deemed to be the fair market value of such portion of the net assets and business of aggregate consideration received or receivable by the non-surviving corporation Company in such transaction as is attributable to such shares of Common Stock, Options options or Convertible Securitiesconvertible securities, as the case may be, issued in such transaction. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyBoard.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Date of Issuance, issue or sell, or be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor; (B) for marketable securities, before deduction the amount of reasonable commissionsconsideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, underwriting discounts quotation system or allowances association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other reasonable expenses paid than cash or incurred marketable securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in connection with such issuance, grant or sale. In case any transaction as is attributable to such shares of Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or sold for a consideration part or all of which shall be other than cash, (E) to the amount owners of the consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (average of the closing bid and ask price, if traded on any market) thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Companyfair market value thereof.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the date of issuance of this Warrant, issue or sell, or is deemed to have issued or sold in accordance with Section 12(c)(iv), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of US $0.01. If any Common StockShares, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case If any Common StockShares, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (average Closing Sale Price of the closing bid and ask price, if traded such security on any market) thereof as of the date of receipt. In case If any Common StockShares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporationentity or to owners of an entity with which the Company amalgamates (the "amalgamating entity"), 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 or amalgamating entity as is attributable to such Common StockShares, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined by the Board of Directors of the Company in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Companyfaith.

Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of US$0.01. If any Common StockShares, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case If any Common StockShares, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (average Closing Sale Price of the closing bid and ask price, if traded such security on any market) thereof as of the date of receipt. In case If any Common StockShares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporationentity or to owners of an entity with which the Company amalgamates (the "amalgamating entity"), 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 or amalgamating entity as is attributable to such Common StockShares, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined by the Board of Directors of the Company in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Companyfaith.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4.3, any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the Close of Business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If any Common --------------------------------------- Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. 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, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (average of the closing bid and ask price, if traded on any market) thereof as of the date of receipt. 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 fair market value of any consideration other than cash or securities will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company.

Calculation of Consideration Received. If the Corporation shall, at any time or from time to time after the Date of Issuance, issue or sell, or is deemed to have issued or sold in accordance with Section 8.5(d), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company Corporation therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will Corporation shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will Corporation shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Corporation, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Corporation in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyBoard.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4(d), any shares of Common StockShares, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common StockShares, Options or Convertible Securities are Securities, as the case may be, issued in such transaction/; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common StockShares, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Grant Date, issue or sell, or is deemed to have issued or sold in accordance with Section 3.3(d), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyBoard.

Calculation of Consideration Received. If the Corporation shall, at any time or from time to time after the Date of Issuance, issue or sell, or is deemed to have issued or sold in accordance with Section 8.6(d), any shares of Common Stock, Options Options, or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company Corporation therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will Corporation shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will Corporation shall be the market price (as reflected on any securities exchange, quotation system, or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Corporation, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Corporation in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options Options, or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options Options, or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyRequisite Holders.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securities, before deduction the amount of reasonable commissionsconsideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, underwriting discounts quotation system or allowances association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other reasonable expenses paid than cash or incurred Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in connection with such issuance, grant or sale. In case any transaction as is attributable to such shares of Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or sold for a consideration part or all of which shall be other than cash, (E) to the amount owners of the consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (average of the closing bid and ask price, if traded on any market) thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued non‑surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or securities will Marketable Securities shall be determined in good faith jointly by an investment banker or other appropriate expert the Board of national reputation selected by Directors of the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4.3, any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value Fair Market Value of such consideration; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, except where such consideration consists of securitiestogether comprising one integrated transaction, in which case the amount of the consideration therefor shall be deemed to be the Fair Market Value of such portion of the aggregate consideration received by the Company will be the fair market value (average in such transaction as is attributable to such shares of the closing bid and ask price, if traded on any market) thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall be deemed to be the fair market value Fair Market Value of such portion of the net assets and business of the non-surviving corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable , issued to the holder hereof, with the costs of such appraisal to be borne by the Companyowners.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Effective Date, issue or sell, or is deemed to have issued or sold in accordance with this Section 5.3 any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (i) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (ii) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (iii) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (iv) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert the Board of national reputation selected by the Company and reasonably acceptable to the holder hereofDirectors, with the costs of such appraisal to whose determination shall be borne by the Companydescribed in a resolution.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Closing date, issue or sell, or is deemed to have issued or sold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyBoard.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any National Securities Exchange, the OTCBB, the Pink Sheets or a similar alternative trading system or association on which such security is listed or quoted, as the case may be) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issuance Date, issue or sell, or is deemed to have issued or sold in accordance with Section 2(h), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company’s Board of Directors.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4.4, any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the Close of Business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction as a “unit”, the amount of the consideration for the Option or Convertible Security included in such unit will be the fair market value (average exercise or conversion price thereof and the amount of the closing bid and ask price, if traded on consideration for any marketCommon Stock included in such unit shall be the purchase price of such unit; or (D) thereof as to the owners of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board of Directors and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issuance Date, issue or sell, or is deemed to have issued or sold, any shares of Common Stock, Options options or Convertible Securities are issued, granted or sold convertible securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received or receivable by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received or receivable by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received or receivable by the Company will shall be the fair market value price (average of the closing bid and ask price, if traded as reflected on any marketsecurities exchange, quotation system or association or similar pricing system covering such security) thereof for such securities as of the end of business on the date of receipt. In case any Common Stock, Options receipt of such securities; or Convertible Securities are issued (C) for no specifically allocated consideration in connection with any merger an issuance or consolidation in which sale of other securities of the Company is the surviving corporationCompany, together comprising one integrated transaction, the amount of the consideration therefor will shall be deemed to be the fair market value of such portion of the net assets and business of aggregate consideration received or receivable by the non-surviving corporation Company in such transaction as is attributable to such shares of Common Stock, Options options or Convertible Securitiesconvertible securities, as the case may be, issued in such transaction. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyBoard.

Calculation of Consideration Received. If In case any shares of Common Stock, Options or Convertible Securities are issued, granted shall be issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the amount received by aggregate proceeds payable to the Company therefor, before prior to deduction of reasonable commissions, any expenses incurred and any underwriting discounts commission or allowances or other reasonable expenses concessions paid or incurred allowed by the Company in connection with such issuance, grant or saletherewith. In case any shares of Common Stock, Options or Convertible Securities are shall be issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be deemed to be the fair market value value, determined in good faith by the Board of Directors, of such consideration, consideration except where such consideration consists of securities, in which case the amount of the consideration received by the Company will shall be deemed to be the fair current market value (average of the closing bid and ask price, if traded on any market) price thereof as of the date of receipt. In case any shares of Common Stock, Options or Convertible Securities are shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall be deemed to be the fair market value value, determined in good faith by the Board of Directors, of such portion of the net assets and business of the non-surviving corporation as is shall be attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company.

Calculation of Consideration Received. If GameSquare shall, at any time or from time to time after the Issuance Date, issue or sell, or is deemed to have issued or sold in accordance with Section 2(c)(iii), any shares of Common Stock, Options Options, or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the gross amount received by the Company GameSquare therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will GameSquare shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will GameSquare shall be the fair market value price (average of the closing bid and ask price, if traded as reflected on any marketsecurities exchange, quotation system or association, or similar pricing system covering such security) thereof for such securities as of the end of business on the date of receipt. In case any Common Stockreceipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of GameSquare, Options together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be $0.01; or Convertible Securities are issued (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company GameSquare is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options Options, or Convertible Securities, as the case may be, issued to such owners. The fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board of Directors of GameSquare and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If any Common StockUnits, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant or the Price Per Unit, as the case may be, will be deemed to be the net amount received or to be received, respectively, by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common StockUnits, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company or the non-cash portion of the Price Per Unit, as the case may be, will be the fair market value of such considerationconsideration received or to be received, respectively, by the Company; except where such consideration consists of securities, in which case the amount of consideration received or to be received, respectively, by the Company will be the fair market value (average of the closing bid and ask price, if traded on any market) Market Price thereof as of the date of receipt. In case If any Common StockUnits, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporationCompany, 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 Company as is attributable to such Common StockUnits, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or and securities will be determined in good faith jointly by the Company and Blue Rhino. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration will be determined by an investment banker or other appropriate expert of national reputation independent appraiser jointly selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyBlue Rhino.

Calculation of Consideration Received. If the Company, at any time after the issuance of this Warrant, issues or sells, or is deemed to have issued or sold in accordance with this Section 4.2, any shares of Common Stock, Options or Convertible Securities are issued, granted or sold (i) for cash, the consideration received therefor for purposes of this Warrant will be the amount in cash received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold (ii) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of is marketable securities, in which case the amount of consideration received by the Company will be the fair market value price (average of the closing bid and ask price, if traded as reflected on any marketsecurities exchange, quotation system or association or similar pricing system covering such security) thereof for such securities as of the end of business on the trading day immediately prior to the date of receipt. In case any Common Stockreceipt of such securities, Options (iii) for no specifically allocated consideration in connection with an issuance or Convertible Securities are issued sale of other securities of the Company that together comprises one integrated transaction, the amount of the consideration therefor will be deemed to be zero or (iv) to the owners of the nonsurviving entity 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 nonsurviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will be jointly determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company Board and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board of Directors and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4(c), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected jointly by the Company Board of Directors and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value (average of such portion of the closing bid and ask price, if traded on any market) thereof aggregate consideration received by the Company in such transaction as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will shall 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 shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in good faith jointly by an investment banker or other appropriate expert the board of national reputation selected by directors of the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the CompanyHolder.