Cash and Property. Such consideration shall: (A) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation before deducting reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issue (or deemed issue); (B) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and (C) in the event Additional Shares of Common are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as reasonably determined in good faith by the Board of Directors.
Appears in 7 contracts
Samples: Note and Warrant Purchase Agreement (Fluidigm Corp), Series E Preferred Stock Purchase Agreement (Fluidigm Corp), Master Closing Agreement (Fluidigm Corp)
Cash and Property. Such consideration shall:
(Ai) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation before deducting reasonable discountsCorporation, commissions or other expenses allowed, excluding amounts paid or incurred by the Corporation payable for any underwriting accrued interest which is not exchangeable for or otherwise in connection with such issue (or deemed issue)convertible into Additional Shares of Common Stock;
(Bii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of DirectorsDirectors of the Corporation; and
(Ciii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (Ai) and (Bii) above, as reasonably determined in good faith by the Board of DirectorsDirectors of the Corporation.
Appears in 3 contracts
Samples: Business Financing Agreement (Vapotherm Inc), Warrant Agreement (Vapotherm Inc), Warrant Agreement (Vapotherm Inc)
Cash and Property. Such consideration shall:
(Aa) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise placement fees in connection with such issue (or deemed issue)issuance;
(Bb) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; Directors and
(Cc) in the event Additional Shares of Common are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (Aa) and (Bb) above, as reasonably determined in good faith by the Board of Directors.
Appears in 3 contracts
Samples: Business Financing Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.)
Cash and Property. Such consideration shall:
(Aa) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issue (or deemed issue)issuance;
(Bb) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and
(Cc) in the event Additional Shares of Common are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (Aa) and (B) above, as reasonably determined in good faith by the Board of Directors.and
Appears in 1 contract
Samples: Form 1 a/A
Cash and Property. Such consideration Consideration to the Company shall:
(Ai) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation Company before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation Company for any underwriting or otherwise in connection with such issue (or deemed issue)issuance;
(Bii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and
(Ciii) in the event Additional Shares of Common are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (Ai) and (Bii) above, as reasonably determined in good faith by the Board of Directors.
Appears in 1 contract
Samples: Secured Note and Common Stock Purchase Agreement (Stratos Renewables CORP)
Cash and Property. Such consideration shall:
(Ai) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation Company before deducting reasonable discounts, any commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection Company with respect to such issue (or deemed issue)issuance;
(Bii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of DirectorsDirectors of the Company; and
(Ciii) in the event if Additional Shares of Common Stock are issued (or, pursuant to Section 2.5(C), deemed to be issued) together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (Ai) and (Bii) above, as reasonably determined in good faith by the Board of DirectorsDirectors of the Company.
Appears in 1 contract
Samples: Security Agreement (InterMetro Communications, Inc.)