Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, 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.
Appears in 6 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement, Series a Convertible Preferred Stock Purchase Agreement (Seachange International Inc), Preferred Stock Purchase Agreement (Sedona Corp)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Corporation Company therefor, without after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 4 contracts
Samples: Warrant Agreement (Audible Inc), Warrant Agreement (Ion Networks Inc), Warrant Agreement (Artisoft Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration Consideration received therefor shall be deemed to be the net amount received by the Corporation Company therefor, without after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration Consideration other than cash, the amount of the consideration Consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration Consideration as determined in good faith by the Board of Directors of the CorporationCompany, without after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 4 contracts
Samples: Warrant Agreement (Visionics Corp), Warrant Agreement (Identix Inc), Purchase Agreement (Visionics Corp)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Corporation Company therefor, without before deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without before deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 4 contracts
Samples: Warrant Agreement (Antares Pharma Inc), Warrant Agreement (Antares Pharma Inc), Warrant Agreement (Antares Pharma Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the cash amount received by the Corporation Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 4 contracts
Samples: Warrant Agreement (Amerigon Inc), Warrant Agreement (Amerigon Inc), Warrant Agreement (Amerigon Inc)
Consideration for Stock. In case any shares of Common StockOrdinary Shares, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Corporation Company therefor, without after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common StockOrdinary Shares, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 4 contracts
Samples: Warrant Agreement (Attunity LTD), Warrant Agreement (Attunity LTD), Warrant Agreement (Attunity LTD)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Corporation Company therefor, without after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cashcash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationBoard, without after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationBoard.
Appears in 3 contracts
Samples: Warrant Agreement (Incara Pharmaceuticals Corp), Warrant Agreement (Incara Inc), Warrant Agreement (Incara Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor therefore shall be deemed to be the amount received by the Corporation therefortherefore, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising compromising 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 Corporationwithout consideration.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Savvis Communications Corp), Securities Purchase Agreement (Reuters Group PLC), Securities Purchase Agreement (Savvis Communications Corp)
Consideration for Stock. In case any shares of Common Senior Preferred Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Senior Preferred Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of for such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 Corporationwithout consideration.
Appears in 3 contracts
Samples: Stock and Convertible Note Purchase Agreement (Electronic Retailing Systems International Inc), Convertible Note (Electronic Retailing Systems International Inc), Convertible Note (Electronic Retailing Systems International Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor therefore shall be deemed to be the gross amount received by the Corporation Company therefor, without before deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without before deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 2 contracts
Samples: Warrant Agreement (Venrock Associates), Warrant Exchange Agreement (Sirna Therapeutics Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be are issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Company's Board of Directors of the CorporationDirectors, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be are issued in connection with the issue issuance and sale of other securities of the CorporationCompany, 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 Corporationwithout consideration.
Appears in 2 contracts
Samples: Warrant Agreement (Oak Finance Investments LTD), Warrant Agreement (Oak Finance Investments LTD)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Corporation therefor, Company therefor without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, Company without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 2 contracts
Samples: Warrant Agreement (Alliance Pharmaceutical Corp), Warrant Agreement (Alliance Pharmaceutical Corp)
Consideration for Stock. In case any shares of ----------------------- Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue issuance and sale of other securities of the Corporation, 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 Corporationwithout consideration.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/), Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)
Consideration for Stock. In case any shares of Common Stock, Options options or Convertible Securities convertible securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options options or Convertible Securities convertible securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationDirectors, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options options by the parties thereto, such Options options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the CorporationDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Corporation therefor, without before deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without before deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Corporat ion in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, 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.
Appears in 1 contract
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationBoard, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationBoard.
Appears in 1 contract
Samples: Series E Convertible Preferred Stock Purchase Agreement (Fleetcor Technologies Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor therefore shall be deemed to be the amount received by the Corporation thereforCompany therefore, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 Corporationwithout consideration.
Appears in 1 contract
Samples: Warrant Agreement (Chapeau Inc)
Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation Company therefor, without after deduction therefrom of any reasonable expenses incurred or any reasonable underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 1 contract
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options and other securities shall each be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporation.
Appears in 1 contract
Samples: Series Y Preferred Stock Purchase Agreement (Columbia Capital LLC)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefortherefore, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or for concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in on connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties theretothereof, such Options options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporation.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties theretoCorporation, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporationwithout consideration.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Jacobs Jay Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any amounts paid or receivable for accrued interest or accrued dividends and any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any amounts paid or receivable for accrued interest or accrued dividends and any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, 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.
Appears in 1 contract
Consideration for Stock. In case any shares of Common Stock, Options Options, or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation corporation in connection therewith. In case any shares of Common Stock, Options Options, or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporationcorporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporationcorporation, 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 Corporationcorporation.
Appears in 1 contract
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, 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.
Appears in 1 contract
Consideration for Stock. In case any shares of Class A Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Class A Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, 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 Corporationwithout consideration.
Appears in 1 contract
Samples: Stock Purchase Agreement (Super Vision International Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising compromising 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 Corporationwithout consideration.
Appears in 1 contract
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the cash amount received by the Corporation Company EXHIBIT 8 therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 1 contract
Samples: Warrant Agreement (Amerigon Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed deeded to be the amount received by the Corporation Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Corporation therefor, without before deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without before deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, 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.
Appears in 1 contract
Samples: Warrant Agreement (Aerogen Inc)
Consideration for Stock. In case any shares of Common Stock, Class A Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor therefore shall be deemed to be the amount received by the Corporation therefortherefore, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions concession paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Class A Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties theretoCorporation, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Corporationwithout consideration.
Appears in 1 contract
Samples: Securities Purchase Agreement (United Surgical Partners International Inc)
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationDirectors, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CorporationCompany, 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 CorporationDirectors.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Coley Pharmaceutical Group, Inc.)
Consideration for Stock. In case any shares of Common Stock, Options options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be he issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Corporation, Corporation1 without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, 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 Corporationwithout consideration.
Appears in 1 contract
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CorporationCompany, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation Company in connection therewith. In case any Options shall be issued in connection with the issue issuance and sale of other securities of the CorporationCompany, 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 CorporationCompany.
Appears in 1 contract
