Common use of Consideration Received Clause in Contracts

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 and 8.5 hereof the following shall apply: (i) 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 Holdings for any underwriting of the issue or otherwise in connection therewith; (ii) 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 determined in good faith by the Board of (iii) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings for the issuance of such securities plus the additional consideration, if any, to be received by Holdings upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this Section 8.6).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 and 8.5 hereof subsection (e) of this Section 5.04, the following shall apply: (i1) 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 Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii2) 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 (irrespective of the accounting treatment thereof) as determined in good faith by the Board ofof Directors; and (iii3) in the case of the issuance of securities convertible into or exchangeable for shares of Common StockEquity Interests, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities Equity Interests plus the additional minimum consideration, if any, to be received by Holdings the Company upon the conversion or conversion, exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this Section 8.6).or

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 and 8.5 hereof 10(d)-(e), the following shall apply: (i) 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 12 14 deduction be made for any commissions, discounts or other expenses incurred by Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii) 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 determined in good faith by the Board ofof Directors, (irrespective of the accounting treatment thereof); (iii) in the case of the issuance of options, warrants or other securities convertible into or exchangeable or exercisable for shares of Common Stockshares, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this Section 8.6section).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 and 8.5 hereof this Section 6, the following shall apply: (i) 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 Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii) 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 determined in good faith by the Board ofof Directors and certified in a board resolution; and (iii) in the case of the issuance of securities convertible into or exchangeable for shares of Common StockConvertible Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this Section 8.66(i)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 subsections (a) and 8.5 hereof (b) of this Section 4, the following shall apply: (i1) 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 Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii2) 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 determined in good faith by the Board ofof Directors (irrespective of the accounting treatment thereof), whose determination shall be described in a Board resolution; (iii3) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stockshares, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i1) and (ii2) of this Section 8.6subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 4.4, 4.5 and 8.5 hereof 4.6, the following shall apply: (i1) 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 Holdings the Company for any underwriting or other sale or disposition of the issue or otherwise in connection therewith; (ii2) 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 ofof Directors (irrespective of the accounting treatment thereof) and described in a board resolution which shall be filed with the Warrant Agent; and (iii3) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stockshares, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings 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 (i1) and (ii2) of this Section 8.64.7).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 and 8.5 hereof this Section 6, the following shall apply: (i) 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 Holdings for any underwriting of the issue or otherwise in connection therewith; (ii) 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 determined in good faith by the Board ofFair Value thereof; and (iii) in the case of the issuance of securities convertible into or exchangeable for shares of Common StockConvertible Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this Section 8.66(j)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 and 8.5 hereof subsection (e) of this Section 5.4, the following shall apply: (i1) 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 Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii2) 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 (irrespective of the accounting treatment thereof) as determined in good faith by the Board ofof Directors; and (iii3) in the case of the issuance of securities convertible into or exchangeable for shares of Common StockEquity Interests, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities Equity Interests plus the additional minimum consideration, if any, to be received by Holdings the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (i1) and (ii2) of this Section 8.6subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 subsections (a) and 8.5 hereof (b) of this Section 4, the following shall apply: (i1) 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 Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii2) 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 determined in good faith by the Board ofof Directors (irrespective of the ac counting treatment thereof), whose determination shall be described in a Board resolution; (iii3) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stockshares, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i1) and (ii2) of this Section 8.6subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 and 8.5 hereof this Section 11, the following shall apply: (i) 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 Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii) 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 determined in good faith by the Board ofBoard); and (iii) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stockshares, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this Section 8.6paragraph (i)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 subsections (d) and 8.5 hereof (e) of this Section 10, the following shall apply: (i1) 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 Holdings the Company for any underwriting of the issue or otherwise in connection therewith; (ii2) 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 determined in good faith by the Board ofFair Market Value thereof; (iii3) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stockshares, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings the Company for the issuance of such securities at the date of such issuance plus the additional considerationconsideration as of the date of such issuance, if any, to be received by Holdings the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i1) and (ii2) of this Section 8.6subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 8.4 subsections (a) and 8.5 hereof (b) of this Section 4, the following shall apply: (i1) 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 Holdings for any underwriting of the issue or otherwise in connection therewith; (ii2) 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 determined in good faith by the Board ofof Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution; (iii3) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stockshares, the aggregate consideration received therefor shall be deemed to be the consideration received by Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by Holdings upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i1) and (ii2) of this Section 8.6subsection).