Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 11, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 22 contracts
Samples: Warrant Agreement (NTR Acquisition Co.), Warrant Agreement (Prospect Acquisition Corp), Warrant Agreement (SP Acquisition Holdings, Inc.)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 117, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which ), whose determination shall be filed with the Warrant Agentconclusive; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 11 contracts
Samples: Warrant Agreement (Blum Capital Partners Lp), Warrant Agreement (Wirta Raymond E), Warrant Agreement (Cbre Holding Inc)
Consideration Received. For purposes of any computation respecting ---------------------- consideration received pursuant to subsections (d), (e) and (fe) of this Section 117.1, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment Fair Market Value thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 8 contracts
Samples: Warrant Agreement (Talton Invision Inc), Warrant Agreement (Talton Invision Inc), Warrant Agreement (Talton Invision Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (eb) and (fc) of this Section 119, the following shall apply:
(1i) in the case of the an issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith);
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a Board resolution which shall be filed accordance with the Warrant AgentValuation Procedure; and
(3iii) in the case of the issuance of securities convertible into or exchangeable for sharesother Equity Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 6 contracts
Samples: Warrant Agreement (Exeter Capital Partners IV, L.P.), Warrant Agreement (Consolidated Delivery & Logistics Inc), Warrant Agreement (Thane International Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution resolution, a copy of which shall be filed with the Warrant Agentmailed to each holder; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 5 contracts
Samples: Warrant Agreement (Moore James E Revocable Trust), Warrant Agreement (Moore James E Revocable Trust), Warrant Agreement (Colorado Wyoming Reserve Co)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (dSections 10(d)-(e), (e) and (f) of this Section 11, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company Directors, (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and);
(3iii) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsection).
Appears in 5 contracts
Samples: Warrant Agreement (Prometheus Homebuilders LLC), Warrant Agreement (Fortress Group Inc), Warrant Agreement (Prometheus Homebuilders LLC)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; andresolution;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 4 contracts
Samples: Warrant Agreement (Club Regina Resorts Inc), Warrant Agreement (Geokinetics Inc), Warrant Agreement (Maxxim Medical Inc/Tx)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 118, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith);
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a Board resolution which shall be filed with good faith by the Warrant Agentboard of directors of the Company; and
(3iii) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 4 contracts
Samples: Warrant Agreement (Global Geophysical Services Inc), Warrant Agreement (Global Geophysical Services Inc), Warrant Agreement (Global Geophysical Services Inc)
Consideration Received. For purposes of any computation ---------------------- respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 117.1, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment Fair Market Value thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 4 contracts
Samples: Warrant Agreement (Talton Invision Inc), Warrant Agreement (Talton Invision Inc), Warrant Agreement (Talton Invision Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) Sections 12.09 and (f) of this Section 1112.10, the following shall apply:
(1) in the case of the issuance of shares of Common [Preferred] [Common] Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or or, without limitation, other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;,
(2) in the case of the issuance of shares of Common [Preferred] [Common] Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant AgentTrustee; and
(3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionSection).
Appears in 3 contracts
Samples: Indenture (Del Webb Corp), Indenture (Del Webb Corp), Indenture (Del Webb Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (ea) and (fb) of this Section 114, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED, HOWEVER, that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and ), whose determination shall be described in a resolution of the Board resolution which shall be filed with the Warrant Agentof Directors; and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the exercise or conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 3 contracts
Samples: Anti Dilution Agreement (Koll Donald M), Anti Dilution Agreement (Cb Richard Ellis Services Inc), Anti Dilution Agreement (Cb Richard Ellis Services Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) Sections 10.09 and (f) of this Section 1110.10, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant AgentTrustee; and
(3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionSection).
Appears in 3 contracts
Samples: Indenture (Excel Legacy Corp), Indenture (Excel Legacy Corp), Shareholder Agreement (Excel Legacy Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution resolution, subject to the rights of a majority in interest of the outstanding Warrants to object as provided in clause (f) above, in which case fair market value shall be filed with determined pursuant to the Warrant Agentprocedure specified therein; and
(3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 3 contracts
Samples: Warrant Agreement (Moscow Cablecom Corp), Warrant Agreement (Moscow Telecommunications Corp), Warrant Agreement (Moscow Cablecom Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (eSections 10(d) and (f) of this Section 11e), the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and ), whose determination shall be described in a Board resolution which shall be filed with the Warrant Agent; andresolution;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 3 contracts
Samples: Warrant Agreement (Labone Inc/), Warrant Agreement (Labone Inc/), Warrant Agreement (Welsh Carson Anderson & Stowe Ix Lp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (ea) and (fb) of this Section 114, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided provided, however, that -------- ------- in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and ), whose determination shall be described in a resolution of the Board resolution which shall be filed with the Warrant Agentof Directors; and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the exercise or conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 3 contracts
Samples: Anti Dilution Agreement (Cbre Holding Inc), Anti Dilution Agreement (Blum Capital Partners Lp), Anti Dilution Agreement (Fs Equity Partners Iii Lp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 119, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith);
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a Board resolution which shall be filed with good faith by the Warrant Agentboard of directors of the Company; and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 3 contracts
Samples: Warrant Agreement (Hall of Fame Resort & Entertainment Co), Warrant Agreement (Hall of Fame Resort & Entertainment Co), Warrant Agreement (Hall of Fame Resort & Entertainment Co)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections subsection (d), (e) and (fii) of this Section 113(h), the following shall apply:
(1) a. in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Corporate Borrower for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) b. in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agentrecords of the Corporate Borrower; and
(3) c. in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Corporate Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Corporate Borrower upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 3 contracts
Samples: Promissory Note (Security Capital Group Inc/), Promissory Note (Homestead Village Inc), Promissory Note (Homestead Village Properties Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agentresolution; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 2 contracts
Samples: Warrant Agreement (Regeneron Pharmaceuticals Inc), Warrant Agreement (Procter & Gamble Co)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 114.1, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent; and
(3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares (including any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such rights, options, warrants or securities convertible into or exchangeable for Common Shares, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).
Appears in 2 contracts
Samples: Warrant Agreement (McCaw International LTD), Warrant Agreement (Nextel Communications Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 11any provisions hereof, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration received shall be the amount of such cashcash received by the Company therefor, provided that in no case shall without deduction therefrom of any deduction be made for any commissions, discounts or other reasonable expenses incurred by the Company for in connection therewith or any underwriting reasonable underwriters' discounts, fees and commissions paid or other sale or disposition of allowed by the issue or otherwise Company in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration consisting in whole or in part of other than cashcase, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably initially determined by the Board board of Directors directors of the Company (irrespective in good faith, such good faith determination by the board of directors of the accounting treatment thereof) and described in a Board resolution which Company shall be filed with the Warrant Agentbinding, absent manifest error; and
(3iii) in the case of the issuance of Convertible Securities or securities convertible into or exchangeable for sharesissuable upon the exercise of Option Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities Convertible Securities, plus the consideration, if any, received by the Company for the issuance of such Option Securities, plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses paragraphs (1i) and (2ii) of this subsectionsubparagraph (e)).
Appears in 2 contracts
Samples: Employment Agreement (High Speed Net Solutions Inc), Employment Agreement (High Speed Net Solutions Inc)
Consideration Received. (a) For purposes of any computation respecting consideration received pursuant to subsections (d), (e) Section 6.7 and (f) Section 6.8 of this Section 11Article VI, the following shall ----------- ----------- apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Borrower for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors pursuant to Section 6.16, based upon the trading ------------ prices of the Company publicly traded securities where appropriate (irrespective of the accounting treatment thereof) and ), whose determination shall be described in a Board resolution which shall be filed with the Warrant Agent; andof Directors' resolution;
(3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Borrower upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 2 contracts
Samples: Warrant Agreement (Fibernet Telecom Group Inc\), Warrant Agreement (Fibernet Telecom Group Inc\)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of units or shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company QES for any underwriting or other sale or disposition of the issue or otherwise in connection therewith);
(2) in the case of the issuance of units or shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a Board resolution which shall be filed with good faith by the Warrant Agentboard of directors of QES (or its general partner); and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesunits or shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company QES for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company QES upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 2 contracts
Samples: Warrant Agreement (Quintana Energy Services Inc.), Warrant Agreement (Quintana Energy Services Inc.)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, absent manifest error, and described in a Board resolution which shall be filed with the Warrant Agent; andresolution;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 2 contracts
Samples: Warrant Agreement (Oci Holdings Inc), Warrant Agreement (Concentra Operating Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts discounts, placement fees or other expenses incurred by the Company for any underwriting or other sale or disposition placement of the issue securities or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution resolution, a copy of which shall be filed with the Warrant Agentmailed to each holder; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 2 contracts
Samples: Warrant Agreement (Colorado Wyoming Reserve Co), Warrant Agreement (Moore James E Revocable Trust)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 1112, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof (as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant AgentBoard); and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionparagraph (j)).
Appears in 2 contracts
Samples: Warrant Agreement (Inphonic Inc), Warrant Agreement (Goldman Sachs Group Inc/)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 11, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and
(3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 2 contracts
Samples: Warrant Agreement (Wattles Acquisition Corp), Warrant Agreement (Lambert's Cove Acquisition CORP)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e), (f) and (fg) of this Section 1114, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; and
(3) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 2 contracts
Samples: Warrant Agreement (Pegasus Communications Corp), Warrant Agreement (Pegasus Communications Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (eSections 11(d) and (f) of this Section 11e), the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; and
(3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 11, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Warrant Agreement (Anc Rental Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (eb) and (fc) of this Section 119, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith);
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a good faith by the Board resolution which shall be filed with of Directors of the Warrant AgentCompany; and
(3iii) in the case of the issuance of securities convertible into or exchangeable for sharesConvertible Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting ----------------------- consideration received pursuant to subsections clauses (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, ; provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors pursuant to Section 10(n), based upon the trading prices of the Company publicly traded securities where appropriate (irrespective of the accounting treatment thereof) ), and described in a resolution of the Board resolution which shall be filed with of Directors of the Warrant AgentCompany; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Warrant Agreement (Unidigital Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1111.2, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Parent for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value Fair Market Value thereof as reasonably determined by the Board board of Directors directors of the Company (irrespective of the accounting treatment thereof) and described Parent in a Board resolution which shall be filed accordance with the Warrant AgentSection 11.1; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor therefore shall be deemed to be the consideration received by the Company Parent for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Parent upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Unit Purchase Agreement (GPPW Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections subsection (d), (e) and (fii) of this Section 113(h), the following shall apply:
(1) a. in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Borrower for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) b. in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agentrecords of Borrower; and
(3) c. in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Borrower for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Borrower upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Corporate Promissory Note (Homestead Village Properties Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agentresolution; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Warrant Agreement (Hospitality Worldwide Services Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 114.1, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent; and
(3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such rights, options, warrants or securities convertible into or exchangeable for Common Shares, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).
Appears in 1 contract
Samples: Warrant Agreement (Long Distance International Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections CLAUSES (d), ) and (e) and (f) of this Section 11SECTION 10, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Holdings for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors pursuant to CLAUSE (N) of SECTION 10, based upon the Company trading prices of publicly traded securities where appropriate (irrespective of the accounting treatment thereof) ), and described in a resolution of the Board resolution which shall be filed with the Warrant Agentof Directors of Holdings; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Holdings upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses SUBCLAUSES (1) and (2) of this subsectionCLAUSE (G)).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) ), and (f) of this Section 11, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 114.1, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;; 27 22
(2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent; and
(3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such rights, options, warrants or securities convertible into or exchangeable for Common Shares, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) and (f) of this Section 11SECTION 10, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution resolution, a copy of which shall be filed with the Warrant Agentmailed to each holder; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 11, the following shall apply:
(1) in the case of the issuance of shares units of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Holdings for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares units of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed accordance with the Warrant AgentSection 12; and
(3) in the case of the issuance of securities convertible into or exchangeable for sharesunits, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Holdings upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionparagraph (k)).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors pursuant to Section 10(n), based upon the trading prices of the Company publicly traded securities where appropriate (irrespective of the accounting treatment thereof) ), and described in a resolution of the Board resolution which shall be filed with of Directors of the Warrant AgentCompany; and
(3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting ---------------------- consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors pursuant to Section 10(n), based upon the trading prices of the Company publicly traded securities where appropriate (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; andresolution;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Warrant Agreement (Creditrust Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (ea) and (fb) of this Section 114, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided provided, however, that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and ), whose determination shall be described in a resolution of the Board resolution which shall be filed with the Warrant Agentof Directors; and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the exercise or conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation computations respecting consideration received pursuant to subsections (d), (ec) and (fd) of this Section 1110, the following shall apply:: --------------- --- ---------- 9
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash; provided, provided however, that -------- ------- in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined on a reasonable basis and in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive and shall be described in a Board resolution which shall be filed with the Warrant Agentresolution; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if ---- any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f).). ----------- --- ---------------
Appears in 1 contract
Samples: Warrant Agreement (Velocityhsi Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 11, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; and;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).by
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (ef) and (fg) of this Section 11, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a good faith by the Board resolution which shall be filed with the Warrant Agentof Directors; and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) and (f) of this Section 11SECTION 10, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment Fair Market Value thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 11, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution resolution, a copy of which shall be filed with the Warrant Agentmailed to each holder; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation ---------------------- respecting consideration received pursuant to subsections (d), (ec) and (fd) of this Section 114, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a good faith by the Board resolution which shall be filed with the Warrant Agentof Directors; and
(3iii) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 113, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value Fair Market Value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive and described in reasonable detail in a Board resolution which shall be filed with provided promptly thereafter to the Warrant AgentHolder; and
(3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesshares of Common Stock (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such rights, options, warrants or securities convertible into or exchangeable for shares of Common Stock, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 3.6).
Appears in 1 contract
Samples: Common Stock Purchase Warrant (RMH Teleservices Inc)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (dc), (ed) and (fe) of this Section 119, the following shall apply:
(1) in the case of the issuance or redemption of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith);
(2) in the case of the issuance or redemption of shares of Common Stock for a consideration in whole or in part other than cash, the value of the consideration other than cash shall be deemed to be determined in the fair market value thereof same manner as reasonably Specified Value is determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agentsubsection 9(f); and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such options, warrants or other securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection(g)).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) Sections 4.05 and (f) of this Section 114.06, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company IWCL for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company IWCL for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company IWCL upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses paragraphs (1) and (2) of this subsectionSection 4.07).; provided that if consideration in addition to such additional minimum consideration is received by IWCL then the Exercise Price shall be promptly readjusted to the
Appears in 1 contract
Samples: Warrant Agreement (Iridium LLC)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution Resolution, subject to the rights of a majority in interest of the outstanding Warrants to object as provided in clause (f) above, in which case fair market value shall be filed with determined pursuant to the Warrant Agent; andprocedure specified therein;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) and (f) of this Section SECTION 11, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Warrant Agreement (Anc Rental Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1112, the following shall apply:
: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
, (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors Directors, based upon the trading prices of the Company publicly traded securities where appropriate (irrespective of the accounting treatment thereof) ), and described in a resolution of the Board resolution which shall be filed with of Directors of the Warrant Agent; and
Company, and (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 1 contract
Samples: Common Stock Warrant Agreement (Green Tree Financial Corp)
Consideration Received. For purposes of any computation ---------------------- respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 118, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration consideration, in whole or in part part, other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board board of Directors directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent); and
(3iii) in the case of the issuance of securities convertible into or exchangeable for sharesConvertible Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities Convertible Securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsubsection (g)).
Appears in 1 contract
Samples: Warrant Agreement (Alyn Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 11, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1110, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; andresolution;
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Samples: Warrant Agreement (Geokinetics Inc)
Consideration Received. For purposes of any computation ---------------------- respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 114.1, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive and described in reasonable detail in a Board resolution which shall be filed with provided promptly thereafter to the Warrant AgentAgent and (upon request) to any Holder; and
(3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such rights, options, warrants or securities convertible into or exchangeable for Common Shares, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).
Appears in 1 contract
Samples: Warrant Agreement (Exide Corp)
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections CLAUSES (d), (eD) and (fE) of this Section 11SECTION 10, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Holdings for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors pursuant to CLAUSE (N) of SECTION 10, based upon the Company trading prices of publicly traded securities where appropriate (irrespective of the accounting treatment thereof) ), and described in a resolution of the Board resolution which shall be filed with the Warrant Agentof Directors of Holdings; and
(3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Holdings upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses SUBCLAUSES (1) and (2) of this subsectionCLAUSE (G)).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 119, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described as determined in a good faith by the Board resolution which shall be filed with the Warrant Agentof Directors; and
(3) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. (a) For purposes of any computation respecting consideration received pursuant to subsections (d), (e) Section 6.7 and (f) Section 6.8 of this Section 11Article VI, the following shall ----------- ----------- ---------- apply:
(1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors pursuant to Section 6.16, based upon the trading ------------ prices of the Company publicly traded securities where appropriate (irrespective of the accounting treatment thereof) and ), whose determination shall be described in a Board resolution which shall be filed with the Warrant Agent; andof Directors' resolution;
(3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (fe) of this Section 1114, the following shall apply:
(1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof) ), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; and
(3) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).
Appears in 1 contract
Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e) and (f) of this Section 11, the following shall apply:
(1i) in the case of the issuance of shares of Common Stock Ordinary Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith;
(2ii) in the case of the issuance of shares of Common Stock Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined by the Board of Directors of the Company (irrespective of the accounting treatment thereof) and described in a Board resolution which shall be filed with the Warrant Agent; and
(3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).
Appears in 1 contract
