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 or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will be the fair 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 Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within a reasonable period of time, such fair value will be determined by an appraiser jointly selected by the Company and the Holder. The determination of such appraiser will be final and binding on the Company and the Holder, and the fees and expenses of such appraiser will be paid by the Company.

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 shall be deemed to be the net amount received by the Company therefor. In case any Common StockShares, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price fair market value thereof as of the date of receipt. In case any Common StockShares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common StockShares, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined jointly by the Company and the HolderHolder of the Warrant. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the HolderHolder of the Warrant. The determination of such appraiser will shall be final and binding on the Company and the HolderHolder of the Warrant, and the fees and expenses of such appraiser will shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, Options Option or Convertible Securities are Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net aggregate amount of cash received by the Company therefortherefor (net of discounts, commissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of such consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as which is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the Holderholders of a majority of the Notes. If such parties are unable to reach agreement within a reasonable period of time, such the fair value will of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the Holderholders of a majority of the Notes. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will therefore shall be deemed to be the net amount received by the Company therefortherefore. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will therefore shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the HolderNoteholders. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the HolderNoteholders. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options Option or Convertible Securities are Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefortherefor (net of discounts, commissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the Registered Holder. If such parties are unable to reach agreement within a reasonable period of time, such the fair value will of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the Registered Holder. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the Holderholders of at least a majority of the aggregate principal amount of the Notes then outstanding. If such parties are unable to reach agreement within a reasonable period of time, such the fair value will of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the Holderholders of a majority of the aggregate principal amount of the Notes then outstanding. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company (net of discounts, commissions and related expenses) therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except provided that where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined in good faith jointly by the Company and the Registered Holder. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the Registered Holder. The determination of such appraiser will shall be final and binding on the Company and the Registered Holder, and the fees and expenses of such appraiser will shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will therefore shall be deemed to be the net amount received by the Company therefortherefore. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will therefore shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the HolderMajority Noteholders. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the HolderMajority Noteholders. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options Option or Convertible Securities are Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefortherefor (net of discounts, commissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Fair Market Price Value thereof as of the date of receipt. In case If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycompany, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within a reasonable period of time, such the Holder may, upon a reasonable good faith determination by the Holder that an appraisal is necessary, request in a timely manner that the fair value will of such consideration be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the HolderRegistered Holder of this Warrant. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, entity the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined jointly by the Company and the HolderMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the HolderMajority Warrant Holders. The determination of such appraiser will shall be final and binding on the Company and the HolderRegistered Holders of the Warrants, and the fees and expenses of such appraiser will shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, Options ------------------------------------- Option or Convertible Securities are Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entityCompany, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the Holderholders of a majority of the Shares. If such parties are unable to reach agreement within a reasonable period of time, such the fair value will of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the Holderholders of a majority of the outstanding Shares. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined jointly by the Company and the Registered Holder. If such parties are unable to reach agreement within a reasonable period of timeagreement, such fair value will shall be determined by an appraiser jointly selected by the Company and the Holder. The determination of such appraiser will be final and binding on the Company and the Holder, and the fees and expenses of such appraiser will be paid by the Companyappraisal pursuant to Section 12.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair 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 market price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger merger, amalgamation or other business combination or re-organization in which the Company is the surviving entity, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or marketable securities will shall be determined jointly by the Company and the HolderRequired Holders through good faith negotiations. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the Holder. The Required Holders, whose determination of such appraiser will shall be final and binding on the Company and the HolderCompany, and the fees and expenses of such appraiser will shall be paid one-half by the CompanyCompany and one-half by the Required Holders on a pro rata basis.

Calculation of Consideration Received. If any Common StockMembership Units, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount of cash received by the Company therefor. In case If any Common StockMembership Units, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash deemed to be received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration deemed to be received by the Company will shall be the Market Price fair market price thereof as of the date of receiptreceipt (as determined in good faith by the Membership Committee of the Company). In case any Common StockMembership Units, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, entity the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common StockMembership Units, Options or Convertible Securities, as the case may be. The "fair value value" of any consideration other than cash or securities will shall be determined jointly by the Company and the Holder. If such parties are unable Majority Warrant Holders, pursuant to reach agreement within a reasonable period the procedure outlined in the definition of time, such fair value will be determined by an appraiser jointly selected by the Company and the Holder. The determination of such appraiser will be final and binding on the Company and the Holder, and the fees and expenses of such appraiser will be paid by the Company"Fair Market Value" in Section 8 hereof.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration consid eration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, entity the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined jointly by the Company and the HolderMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the HolderMajority Warrant Holders. The determination of such appraiser will shall be final and binding on the Company and the HolderRegistered Holders of the Warrants, and the fees and expenses of such appraiser will shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, entity the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined jointly by the Company and the Registered Holder. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser a recognized investment banking firm jointly selected by the Company and the Registered Holder. The determination of such appraiser will recognized investment banker shall be final and binding on the Company and the HolderRegistered Holder of the Warrants, and the fees and expenses of such appraiser will recognized investment banker shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, Options Option or Convertible Securities are Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefortherefor (net of discounts, commissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the Holderholders of a majority of the outstanding principal amount of the Notes. If such parties are unable to reach agreement within a reasonable period of time, such the fair value will of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the Holderholders of a majority of the outstanding principal amount of the Notes. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options Options, or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options Options, or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair 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 market price thereof as of the date of receipt. In case any Common Stock, Options Options, or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger or other business combination in which the Company is the surviving entity, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or marketable securities will shall be determined by the Company, unless such consideration is paid by an Affiliate of the Company, in which case the fair value of such consideration shall be determined jointly by the Company and the HolderRequired Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the Holder. The Required Holders, whose determination of such appraiser will shall be final and binding on the Company and all Registered Holders of the Holder, and the Warrant. The fees and expenses of such appraiser will shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company Issuer therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will Issuer shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will Issuer shall be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company Issuer is the surviving entity, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined jointly by the Company Issuer and the Holder. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company Issuer and the Holder. The determination of such appraiser will shall be final and binding on the Company Issuer and the Holder, and the fees and expenses of such appraiser will shall be paid by the CompanyIssuer.

Calculation of Consideration Received. If any Common StockWarrant Equity, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company therefor. In case any Common StockWarrant Equity, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof as of the date of receipt. In case any Common StockWarrant Equity, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common StockWarrant Equity, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company and the HolderMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the HolderMajority Warrant Holders. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the Company.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount of cash received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will shall be the Fair Market Price Value thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-non- surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will shall be determined jointly by the Company and the HolderMajority Warrant Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value will shall be determined by an appraiser jointly selected by the Company and the HolderMajority Warrant Holders. The determination of such appraiser will shall be final and binding on the Company and the Holder, holders of Underlying Common Stock and the fees and expenses of such appraiser will shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, Options Option or Convertible Securities are Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount received by the Company thereforCorporation therefor (net of discounts, commissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will Corporation shall be the Market Price thereof as of the date of receipt. In case If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. The fair value of any consideration other than cash or and securities will shall be determined jointly by the Company Corporation and the Holderholders of a majority of the outstanding Class A Preferred. If such parties are unable to reach agreement within a reasonable period of time, such the fair value will of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company Corporation and the Holderholders of a majority of the outstanding Class A Preferred. The determination of such appraiser will shall be final and binding on upon the Company and the Holderparties, and the fees and expenses of such appraiser will shall be paid borne by the CompanyCorporation.