Common use of Consideration Other Than Cash Clause in Contracts

Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Company) for a 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, irrespective of any accounting treatment; provided that such fair value as determined by the Board of Directors shall not exceed the aggregate Current Market Price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Stan Lee Media Inc), Securities Purchase Agreement (Remote MDX Inc)

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Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the CompanyCorporation) for a 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, irrespective of any accounting treatment; provided that such fair value as determined by the Board of Directors shall not exceed the aggregate Current Market Price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 2 contracts

Samples: Shareholders Agreement (O'Gara Group, Inc.), Shareholders Agreement (O'Gara Group, Inc.)

Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Company) for a 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 DirectorsDirectors in good faith, irrespective of any accounting treatment; provided provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate Current Market Price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 2 contracts

Samples: Nestor Inc, American Equity Investment Life Holding Co

Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Company) for a 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 DirectorsDirectors in good faith, irrespective of any accounting treatment; provided provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate Current Market Price fair market value of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 1 contract

Samples: Leapfrog Smart Products Inc

Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the CompanyCorporation) for a 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, irrespective of any accounting treatment; provided that such fair value as determined by the Board of Directors shall not exceed the aggregate Current Market Price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 1 contract

Samples: Registration Rights Agreement (Remote MDX Inc)

Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Companycorporation) for a 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, irrespective of any accounting treatment; provided that such fair value as determined by the Board of Directors shall not exceed the aggregate Current Market Price current market price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 1 contract

Samples: Preferred Stock Exchange Agreement (Comprehensive Care Corp)

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Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Company) for a 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 reasonably determined by the Board of DirectorsBoard, irrespective of any accounting treatment; provided provided, however, that such fair value as reasonable determined by the Board of Directors shall not exceed the aggregate Current Market Price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 1 contract

Samples: Ocean Energy Inc /Tx/

Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Company) for a 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 DirectorsDirectors in good faith, irrespective of any accounting treatment; provided provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate Current Market Price of the shares of Common Stock being issued as of the Wee date the We Board of Directors authorizes the issuance of such shares.

Appears in 1 contract

Samples: And Amended Stock Option and Warrant Agreement (American Equity Investment Life Holding Co)

Consideration Other Than Cash. In the case of the issuance of Common Stock (otherwise than upon the conversion of shares of capital stock or other securities of the Company) for a 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 reasonably determined by the Board of DirectorsBoard, irrespective of any accounting treatment; provided provided, however, that such fair value as reasonably determined by the Board of Directors shall not exceed the aggregate Current Market Price market price of the shares of Common Stock being issued as of the date the Board of Directors authorizes the issuance of such shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amre Inc)

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