Common use of Cash and Property Clause in Contracts

Cash and Property. Such consideration shall: (1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company; (2) insofar as it consists of securities and the value of such securities is not determinable by reference to a separate agreement, (A) if the securities are then traded on a Trading Market, then the value shall be computed based on the average of the closing prices of the securities on such Trading Market over the thirty (30)-day period ending on the date of receipt by the Company, (B) if the securities are actively traded over-the-counter, then the value shall be computed based on the average of the closing bid prices over the thirty (30) day ending on the date of receipt by the Company, and (C) if there is no active public market, then the value shall be computed based on the fair market value thereof on the date of receipt by the Company, as determined in good faith by the Board of Directors; (3) insofar as it consists of property other than cash and securities, be computed at the fair market value thereof at the time of such issuance, as determined in good faith by the Board of Directors; and (4) if Additional Shares of Common Stock are issued (or deemed to be issued) together with other shares or securities or other assets of the Company for consideration which cover both, by the proportion of such consideration so received, computed as provided in the immediately preceding paragraphs (1), (2) and (3), as determined in good faith by the Board of Directors; and

Cash and Property. Such consideration shall: (1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company; (2) insofar as it consists of securities and the value of such securities is not determinable by reference to a separate agreement, (Ai) if the securities are then traded on a Trading Marketnational securities exchange or the NASDAQ Stock Market (or a similar national quotation system), then the value shall be computed based on the average of the closing prices of the securities on such Trading Market exchange or system over the thirty (30)-day 30-day period ending on the date three days prior to receipt of receipt such securities by the Company, (Bii) if the securities are actively traded over-the-counter, then the value shall be computed based on the average of the closing bid prices over the thirty (30) -day period ending on three days prior to the date receipt of receipt such securities by the Company, and (Ciii) if there is no active public market, then the value shall be computed based on the fair market value thereof on the date of receipt of such securities by the Company, as determined in good faith by the Board of Directors; (3) insofar as it consists of property other than cash and securities, be computed at the fair market value thereof at the time of such issuance, as determined in good faith by the Board of Directors; and (4) if Additional Shares of Common Stock are issued (or deemed to be issued) together with other shares or securities or other assets of the Company for consideration which cover covers both, by be the proportion of such consideration so receivedreceived for such Additional Shares of Common Stock, computed as provided in the immediately preceding paragraphs clauses (1A)(1), (2A)(2) and (3A)(3) of this Section 7F.4(d)(iv), in each case as determined in good faith by the Board of Directors; and.

Cash and Property. Such consideration shall: (1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company; (2) insofar as it consists of securities and the value of such securities is not determinable by reference to a separate agreement, (A) if the securities are then traded on a Trading Marketnational securities exchange or the Nasdaq Stock Market (or a similar national quotation system), then the value shall be computed based on the average of the closing prices of the securities on such Trading Market exchange or system over the thirty (30)-day period ending on the date of receipt by the CompanyCorporation, (B) if the securities are actively traded over-the-counter, then the value shall be computed based on the average of the closing bid prices over the thirty (30) day ending on the date of receipt by the CompanyCorporation, and (C) if there is no active public market, then the value shall be computed based on the fair market value thereof on the date of receipt by the CompanyCorporation, as determined in good faith by the Board of Directors; (3) insofar as it consists of property other than cash and securities, be computed at the fair market value thereof at the time of such issuance, as determined in good faith by the Board of Directors; and (4) if Additional Shares of Common Stock are issued (or deemed to be issued) together with other shares or securities or other assets of the Company Corporation for consideration which cover both, by the proportion of such consideration so received, computed as provided in the immediately preceding paragraphs (1Sections 5(d)(iv)(A)(1), (25(d)(iv)(A)(2) and (35(d)(iv)(A)(3), as determined in good faith by the Board of Directors; and.

Cash and Property. Such consideration shall: (1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company; (2) insofar as it consists of securities and the value of such securities is not determinable by reference to a separate agreement, (Ai) if the securities are then traded on a Trading Marketnational securities exchange or the NASDAQ Stock Market (or a similar national quotation system), then the value shall be computed based on the average of the closing prices of the securities on such Trading Market exchange or system over the thirty (30)-day 30-day period ending on the date three days prior to receipt of receipt such securities by the Company, (Bii) if the securities are actively traded over-the-counter, then the value shall be computed based on the average of the closing bid prices over the thirty (30) -day period ending on three days prior to the date receipt of receipt such securities by the Company, and (Ciii) if there is no active public market, then the value shall be computed based on the fair market value thereof on the date of receipt of such securities by the Company, as determined in good faith by the Board of Directors; (3) insofar as it consists of property other than cash and securities, be computed at the fair market value thereof at the time of such issuance, as determined in good faith by the Board of Directors; and (4) if Additional Shares of Common Stock are issued (or deemed to be issued) together with other shares or securities or other assets of the Company for consideration which cover covers both, by be the proportion of such consideration so receivedreceived for such Additional Shares of Common Stock, computed as provided in the immediately preceding paragraphs clauses (1A)(1), (2A)(2) and (3A)(3) of this Section 7E.4(d)(iv), in each case as determined in good faith by the Board of Directors; and.

Cash and Property. Such consideration shall: (1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Companythis corporation; (2) insofar as it consists of securities and the value of such securities is not determinable by reference to a separate agreement, (Ai) if the securities are then traded on a Trading Marketnational securities exchange or an Alternative Stock Exchange, then the value shall be computed based on the average of the closing prices of the securities on such Trading Market exchange or system over the thirty (30)-day 30-day period ending on the date three days prior to receipt of receipt such securities by the Companythis corporation, (Bii) if the securities are actively traded over-the-counter, then the value shall be computed based on the average of the closing bid prices over the thirty (30) -day period ending on three days prior to the date receipt of receipt such securities by the Companythis corporation, and (Ciii) if there is no active public market, then the value shall be computed based on the fair market value thereof on the date of receipt of such securities by the Companythis corporation, as determined in good faith by the Board of Directors; (3) insofar as it consists of property other than cash and securities, be computed at the fair market value thereof at the time of such issuance, as determined in good faith by the Board of Directors; and (4) if Additional Shares of Common Stock are issued (or deemed to be issued) together with other shares or securities or other assets of the Company this corporation for consideration which cover covers both, by be the proportion of such consideration so receivedreceived for such Additional Shares of Common Stock, computed as provided in the immediately preceding paragraphs clauses (1A)(1), (2A)(2) and (3A)(3) of this Section 5(d)(iv), in each case as determined in good faith by the Board of Directors; and.