Common use of Consideration for Shares Clause in Contracts

Consideration for Shares. For purposes of this Section 10(c)(ii), the consideration received by the Company for the issuance of any shares of Common Stock or Common Stock Equivalents shall be computed as follows: A. insofar as such consideration consists of cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith (excluding amounts paid for accrued interest, dividends or distributions); B. insofar as such consideration consists of property other than cash, the value of such property received by the Company shall be deemed to be the fair value of such property at the time of such issuance as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith; C. insofar as such consideration consists of consideration other than cash or property, the value of such other consideration shall be deemed to be the aggregate par value of Common Stock issued or deemed issued; and D. in the event that Common Stock or Common Stock Equivalents shall be issued in connection with the issue of other securities of the Company, together comprising one integral transaction in which no special consideration is allocated to such Common Stock or Common Stock Equivalents by the parties thereto, the allocation of the aggregate consideration between such other securities and the Common Stock Equivalents shall be as determined in good faith by the Board.

Consideration for Shares. For purposes of this Section 10(c)(ii), the consideration received by the Company Corporation for the issuance Issuance of any shares of Common Stock or Common Stock Equivalents shall be computed as follows: A. (A) insofar as such consideration consists of cash, the consideration received therefor shall be deemed to be the amount received by the Company Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith (excluding amounts paid for accrued interest, dividends or distributions); B. (B) insofar as such consideration consists of property other than cash, the value of such property received by the Company Corporation shall be deemed to be the fair value of such property at the time of such issuance Issuance as determined in good faith by the BoardBoard (which determination must include the approval of the Series E Preferred Stock Directors), without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith; C. (C) insofar as such consideration consists of consideration other than cash or property, the value of such other consideration shall be deemed to be the aggregate par value of Common Stock issued Issued or deemed issuedIssued; and D. (D) in the event that Common Stock or Common Stock Equivalents shall be issued Issued in connection with the issue Issue of other securities of the CompanyCorporation, together comprising one integral transaction in which no special consideration is allocated to such Common Stock or Common Stock Equivalents by the parties thereto, the allocation of the aggregate consideration between such other securities and the Common Stock Equivalents shall be as determined in good faith by the BoardBoard (which determination must include the approval of the Series E Preferred Stock Directors).