Common use of Consideration for Stock Clause in Contracts

Consideration for Stock. In case any shares of Common Stock are issued or sold, or deemed issued or sold, for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii) or Section 7(a)(iv), as applicable) determined in the manner set forth below in this Section 7(a)(vi). If any shares of Common Stock are issued or sold, or deemed issued or sold, for a consideration other than cash, then the amount of the consideration other than cash received by the Company shall be deemed to be the fair market value of such consideration received or to be received by the Company (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii) or Section 7(a)(iv), as applicable) as determined in good faith by the Board of Directors and Holders holding Warrants representing at least 66 2/3% of the Warrant Shares issuable upon exercise of all outstanding Warrants (a “Two-Thirds Interest”); provided that if the Company and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be borne by the Company. If any Options are issued in connection with the issuance and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors and a Two-Thirds Interest; provided that if the Company and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be paid by the Company.

Consideration for Stock. In case any shares of Common Stock are issued or sold, or deemed issued or sold, for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii) or Section 7(a)(iv), as applicable) determined in the manner set forth below in this Section 7(a)(vi). If any shares of Common Stock are issued or sold, or deemed issued or sold, for a consideration other than cash, then the amount of the consideration other than cash received by the Company shall be deemed to be the fair market value of such consideration received or to be received by the Company (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii) or Section 7(a)(iv), as applicableappropriate) as determined in good faith by the Board of Directors and Holders holding Warrants representing at least 66 2/366-2/3 % of the Warrant Shares issuable upon exercise of all outstanding Warrants (a “Two-"Two Thirds Interest”"); provided that if the Company and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be borne by the Company. If any Options are issued in connection with the issuance and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors and a Two-Thirds Interest; provided that if the Company and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be paid by the Company.

Consideration for Stock. In case any shares of Common Stock are issued or sold, or deemed issued or sold, at any time after the Closing Date for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii2.2(d)(i) or Section 7(a)(iv2.2(d)(ii), as applicableappropriate) determined in the manner set forth below in this Section 7(a)(vi2.2(d)(iv). If any shares of Common Stock are issued or sold, or deemed issued or sold, for a consideration other than cash, then the amount of the consideration other than cash received by the Company shall be deemed to be the fair market value of such consideration received or to be received by the Company (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii2.2(d)(i) or Section 7(a)(iv2.2(d)(ii), as applicableappropriate) as determined in good faith by the Board of Directors of the Company (the "BOARD OF DIRECTORS") and Holders holding Warrants representing at least 66 2/3% of the Warrant Shares issuable upon exercise of all outstanding Warrants (a “Two-Thirds Interest”); provided that if the Company and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be borne by the Company. If any Options are issued in connection with the issuance and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors and a Two-Thirds Interest; provided provided, that if the Company and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be paid by the Company.

Consideration for Stock. In case any shares of Common Stock are issued or sold, or deemed issued or sold, for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company Corporation therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iiiA.7(a)(i) or Section 7(a)(ivA.7(a)(ii), as applicableappropriate) determined in the manner set forth below in this Section 7(a)(viA.7(a)(vi). If In case any shares of Common Stock are issued or sold, or deemed issued or sold, for a consideration other than cash, then the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair market value of such consideration received or to be received by the Company Corporation (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iiiA.7(a)(i) or Section 7(a)(ivA.7(a)(ii), as applicableappropriate) as determined in good faith by the Board of Directors and Holders holding Warrants representing at least 66 2/3% of the Warrant Shares issuable upon exercise of all outstanding Warrants (a “Two-Thirds Interest”); provided that if the Company Corporation and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be borne by the CompanyMajority Interest. If any Options are issued in connection with the issuance and sale of other securities of the CompanyCorporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporation and a Two-Thirds Interest; Majority Interest provided that if the Company Corporation and the holders of a Two-Thirds Majority Interest are unable to reach agreement as to the value of such consideration, then the value thereof will shall be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be paid by the CompanyCorporation.

Consideration for Stock. In case any shares of Common Stock are issued or sold, or deemed issued or sold, for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii1.2(d)(i) or Section 7(a)(iv1.2(d)(ii), as applicableappropriate) determined in the manner set forth below in this Section 7(a)(vi1.2(d)(iv). If any shares of Common Stock are issued or sold, or deemed issued or sold, for a consideration other than cash, then the amount of the consideration other than cash received by the Company shall be deemed to be the fair market value of such consideration received or to be received by the Company (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section 7(a)(iii1.2(d)(i) or Section 7(a)(iv1.2(d)(ii), as applicableappropriate) as determined in good faith by the Board of Directors and Holders holding Warrants representing at least 66 2/3% of the Warrant Shares issuable upon exercise Company (the “Board of all outstanding Warrants (a “Two-Thirds InterestDirectors”); provided that if ) and the Company and a Two-Thirds Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be borne by the CompanyHolder. If any Options are issued in connection with the issuance and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors and a Two-Thirds Interest; provided that the Holder. Anything herein to the contrary notwithstanding, if in any case described in this Section 1.2(d)(iv) the Company and a Two-Thirds Interest the Holder are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, one-half of the fees of which shall be paid by the CompanyCompany and one-half of the fees of which shall be paid by the Holder.