Common use of Consideration Other Than Cash Clause in Contracts

Consideration Other Than Cash. In the case of the issuance of shares of Common Stock (other than upon the conversion of shares of capital stock or other securities of the Company) for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof (as determined by the Board of Directors of the Company based on an opinion of an outside financial advisor of recognized regional or national standing, which may, but need not, be the independent public accountants who serve as the regular auditors of the Company (the "Financial Advisor"), whose determination shall be conclusive and binding), irrespective of any accounting treatment; and