Common use of Consideration for Stock Clause in Contracts

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 gross amount received by the Company therefor, before any deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the 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 Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company, before the deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue 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 of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using a method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder.

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 gross the net amount received by the Company Borrower therefor, before any after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Borrower 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 Company Borrower shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CompanyBorrower, before the after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Borrower in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CompanyBorrower, 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 CompanyBorrower. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company Borrower and, in connection therewith, other Options or Convertible Securities (the “Additional Rights”"ADDITIONAL RIGHTS") are issued, then the consideration received or deemed to be received by the Company Borrower shall be reduced by the fair market value of the Additional Rights (as determined using a the Black-Scholes option pricing model or another method mutually agreed to by the Company Borrower and the HolderLender). The Board of Directors of the Company Borrower shall respond promptly, in writing, to an inquiry by the Holders Lenders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company Borrower and the Holders Lenders are unable to agree upon the fair market value of the Additional Rights, the Company Borrower and the Holders Lenders shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company Borrower and the HolderLender.

Consideration for Stock. In case any shares of Common StockShares, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be gross the net amount received by the Company WorldHeart therefor, before any after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company WorldHeart in connection therewith. In case any shares of Common StockShares, 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 Company WorldHeart shall be deemed to be the fair value of such consideration as determined in good faith by the Board directors of Directors of the CompanyWorldHeart, before the after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company WorldHeart in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the CompanyWorldHeart, 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 directors of Directors of the CompanyWorldHeart. If Common StockShares, Options or Convertible Securities shall be issued or sold by the Company WorldHeart and, in connection therewith, other Options or Convertible Securities (the “"Additional Rights”") are issued, then the consideration received or deemed to be received by the Company WorldHeart shall be reduced by the fair market value of the Additional Rights (as determined using a the Black-Scholes option pricing model or another method mutually agreed to by the Company WorldHeart and the HolderWarrantholder). The Board directors of Directors of the Company WorldHeart shall respond promptly, in writing, to an inquiry by the Holders Warrantholder as to the fair market value of the Additional Rights. In the event that the Board directors of Directors of the Company WorldHeart and the Holders Warrantholder are unable to agree upon the fair market value of the Additional Rights, the Company WorldHeart and the Holders Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company WorldHeart and the HolderWarrantholder.

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 gross the net amount received by the Company therefor, before any after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the 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 Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company, before the after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue 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 of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “"Additional Rights”") are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using a the Black-Scholes option pricing model or another method mutually agreed to by the Company and the HolderInvestor). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holders Investors as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holders Investors are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders Investors shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the HolderInvestor.

Consideration for Stock. In case If 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 gross the net amount received by the Company therefor, before any after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case If 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 Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company, before the after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case If any Options shall be issued in connection with the issue 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 of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “"Additional Rights”") are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using a the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder.