Common use of Computation of Consideration Clause in Contracts

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 2.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 2.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (D)Section 2.5).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (c) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (c) Upon any such exercisein the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received for such securities therefor shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (c) Upon any such exercisein the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received for such securities therefor shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C D above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (c) Upon any such exerciseissuance of securities convertible into or exchangeable for Common Stock, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (DE)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C iii above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (c) Upon any such exercisein the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received for such securities therefor shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)iv).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 5.3 above, the following shall apply: (a) in In the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (b) in In the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)Section 5.4).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (D)Section 2.5).

Computation of Consideration. For purposes of any computation ------------------------------ respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 2.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 2.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Txxxxx Xxxxxxxxx for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Txxxxx Xxxxxxxxx (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Txxxxx Equipment for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Txxxxx Xxxxxxxxx upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 4(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Maker for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Maker (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Maker for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Maker upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 4(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower HSPR for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower HSPR (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower HSPR for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower HSPR upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Xxxxxx Xxxxxxxxx for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Xxxxxx Xxxxxxxxx (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Xxxxxx Equipment for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Xxxxxx Xxxxxxxxx upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower ROIE for any underwriting of the issue or otherwise in connection therewiththxxxxith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower ROIE (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower ROIE for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower ROIE upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C aboveSection 1.6(d), the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (ciii) Upon any such exercisein the case of the issuance of securities convertible into or exercisable or exchangeable for shares of Common Stock, the aggregate consideration received for such securities therefor shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion conversion, exercise or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (ai) and (bii) of this Subsection (D)f).

Computation of Consideration. For purposes of any computation ------------------------------ respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower eLinear for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower eLinear (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower eLinear for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower eLinear upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 2.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon with respect to any such exerciseshares of Common Stock issued upon the exercise or conversion of any option, warrant or other convertible security, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such convertible securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 2.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Xxxxxx Xxxxxxxxx for any underwriting of the issue or otherwise in connection therewith; (b2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Xxxxxx Xxxxxxxxx (irrespective of the accounting treatment thereof); and (c3) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Xxxxxx Equipment for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Xxxxxx Xxxxxxxxx upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Txxxxx Xxxxxxxxx for any underwriting of the issue or otherwise in connection therewith; (b2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Txxxxx Xxxxxxxxx (irrespective of the accounting treatment thereof); and (c3) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Txxxxx Equipment for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Txxxxx Xxxxxxxxx upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon in the case of the issuance of securities of the Parent convertible unto or exercisable or exchangeable for Common Stock (other than for Excluded Issuances) upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (D)Section 3.6).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon with respect to any such exerciseshares of Common Stock issued upon the exercise or conversion of any option, warrant or other convertible security, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such convertible securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration considera- tion received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.2(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (aii) and (biii) of this Subsection (D)Section 3.2(d).

Computation of Consideration. For purposes of any ------------------------------ computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower eLinear for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower eLinear (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower eLinear for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower eLinear upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (ciii) Upon with respect to any such exerciseshares of Common Stock issued upon the exercise or conversion of any option, warrant or other convertible security, the aggregate consideration received for such securities shares of Common Stock shall be deemed to be the consideration received by the Borrower Company for the issuance of such convertible securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 2.6(c) above, the following shall apply: (a) : 1 in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (b) ; 2 in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (c) Upon and 3 upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 2.6(d)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 5.4 above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (c) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (a) and (b) of this Subsection (D)Section 5.5).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (ad) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (be) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (cf) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and; (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 3.6(d)); and (iv) to the extent there are fractional shares, or dollar values smaller than one (1) cent, they shall be rounded to the nearest share or cent.

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: : (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; ; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and and (c) Upon any such exercisein the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received for such securities therefor shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (c) Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) : - in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (b) ; - in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (c) and Upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 5(d) above, the following shall apply: (ai) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Company for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Company (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (DSection 5(e)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower ROIE for any underwriting of the issue or otherwise in connection therewiththxxxxith; (b2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower ROIE (irrespective of the accounting treatment thereof); and (c3) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower ROIE for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower ROIE upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: (a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or otherwise in connection therewith; (b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and (c) Upon any such exercisein the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received for such securities therefor shall be deemed to be the consideration received by the Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).. 5

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (ai) in the case of the issuance of shares of the Parent's Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (bii) in the case of the issuance of shares of the Parent's Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (ciii) Upon upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (D)Section 2.5).

Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C Section 3.6(c) above, the following shall apply: (a) : 1 in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Borrower Parent for any underwriting of the issue or otherwise in connection therewith; (b) ; 2 in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Borrower Parent (irrespective of the accounting treatment thereof); and (c) Upon and 3 upon any such exercise, the aggregate consideration received for such securities shall be deemed to be the consideration received by the Borrower Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower Parent upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses subsections (ai) and (bii) of this Subsection (D)Section 2.5).