Determination of Consideration. For purposes of this Subsection 6(d), the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows: (A) Cash and Property. Such consideration shall: (1) insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends; (2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board; and (3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2) above, as determined in good faith by the Board.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amen Properties Inc), Securities Purchase Agreement (Amen Properties Inc)
Determination of Consideration. For purposes of this Subsection 6(d)Subsection, the consideration received by the Company Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:
(A) Cash and Property. Such consideration shall:
(1a) insofar as it the consideration consists of cash, be computed at the aggregate amount of cash received by the CompanyCorporation, excluding amounts paid or payable for accrued interest or accrued dividendsinterest;
(2b) insofar as it the consideration consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardBoard of Directors of the Corporation; and
(3c) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1i) and (2ii) above, as determined in good faith by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Samples: Merger Agreement (iHookup Social, Inc.), Merger Agreement (iHookup Social, Inc.)
Determination of Consideration. For purposes of this Subsection 6(dSection 14.04(f), the consideration received by the Company Iterum for the issue issuance or deemed issuance of any Additional Ordinary Shares of Common Stock shall be computed as follows:
(A) Cash and Property. : Such consideration shall:
(1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CompanyIterum, excluding amounts paid or payable for accrued interest or accrued dividendsinterest;
(2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardBoard of Directors of the Company; and
(3) in the event Additional Ordinary Shares of Common Stock are issued together with other shares or securities or other assets of the Company Iterum for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2) above, as determined in good faith by the BoardBoard of Directors of the Company.
Appears in 2 contracts
Samples: Indenture (Iterum Therapeutics PLC), Indenture (Iterum Therapeutics PLC)
Determination of Consideration. For purposes of this Subsection 6(dsection (a), the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:
(A) Cash and Property. : Such consideration shall:
shall (1I) insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends;
; (2II) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board; and
and (3III) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1I) and (2II) above, as determined in good faith by the Board.
Appears in 2 contracts
Samples: Warrant Agreement (Aci Worldwide, Inc.), Warrant Agreement (Aci Worldwide, Inc.)
Determination of Consideration. For purposes of this Subsection 6(d), the The consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:
(A1) Cash Cash, Property, and PropertyOther Consideration. Such consideration shall:
(1a) insofar as it consists of cash, be computed at as the aggregate amount of cash received by the Company, Company excluding amounts paid or payable for accrued interest or accrued dividends;
(2b) insofar as it consists of property property, services, or other consideration other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardBoard of Directors; and
and (3c) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such the consideration so received, computed as provided in clauses (1a) and (2b) above, as is determined in good faith by the BoardBoard of Directors.
Appears in 2 contracts
Samples: Warrant Agreement (Teltronics Inc), Warrant Agreement (Teltronics Inc)
Determination of Consideration. For purposes of this Subsection 6(dsubsection 2(a), the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:
(A) Cash and Property. : Such consideration shall:
(1I) insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividendsinterest;
(2II) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board; and
(3III) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1I) and (2II) above, as determined in good faith by the Board.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Parallax Health Sciences, Inc.)
Determination of Consideration. For purposes of this Subsection 6(d), the The consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:
(Ai) Cash Cash, Property, and PropertyOther Consideration. Such consideration shall:
(1A) insofar as it consists of cash, be computed at as the aggregate amount of cash received by the Company, Company excluding amounts paid or payable for accrued interest or accrued dividends;
(2B) insofar as it consists of property property, services, or other consideration other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardBoard of Directors; and
(3C) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such the consideration so receivedreceived in respect of the issuance of such Additional Shares of Common Stock, as is determined in good faith by the Board of Directors, computed as provided in clauses (1A) and (2B) above, as determined in good faith by the Board.
Appears in 1 contract
Determination of Consideration. For purposes of this Subsection 6(d), the The consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:
(A1) Cash Cash, Property, and PropertyOther Consideration. Such consideration shall:
(1a) insofar as it consists of cash, be computed at as the aggregate amount of cash received by the Company, Company excluding amounts paid or payable for accrued interest or accrued dividends;
(2b) insofar as it consists of property property, services, or other consideration other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardBoard of Directors; and
(3c) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such the consideration so received, computed as provided in clauses (1a) and (2b) above, as is determined in good faith by the BoardBoard of Directors.
Appears in 1 contract
Determination of Consideration. For purposes of this Subsection 6(dsection (a), the consideration received by the Company for the issue of any Additional Shares Share of Common Stock shall be computed as follows:
(A) Cash and Property. : Such consideration shall:
shall (1I) insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends;
; (2II) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board; and
and (3III) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1I) and (2II) above, as determined in good faith by the Board.
Appears in 1 contract
Determination of Consideration. For purposes of this Subsection 6(d), the The consideration received by the Company Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:
(A1) Cash Cash, Property, and PropertyOther Consideration. Such consideration shall:
(1a) insofar as it consists of cash, be computed at as the aggregate amount of cash received by the Company, Corporation excluding amounts paid or payable for accrued interest or accrued dividends;
(2b) insofar as it consists of property property, services, or other consideration other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardBoard of Directors; and
(3c) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company Corporation for consideration which covers both, be the proportion of such the consideration so received, computed as provided in clauses (1a) and (2b) above, as is determined in good faith by the BoardBoard of Directors.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Berger Holdings LTD)
Determination of Consideration. For purposes of this Subsection 6(d), the consideration Consideration received by the Company for the issue (or deemed issue) of any Additional Shares of additional Common Stock Units shall be computed as follows:
(A) Cash and Property. Such consideration shall:
(1i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CompanyCompany before deducting any reasonable discounts, excluding amounts commissions or other expenses allowed, paid or payable incurred by the Company for accrued interest any underwriting or accrued dividendsotherwise in connection with such issuance;
(2ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardMembers; and
(3iii) in the event Additional Shares of additional Common Stock Units are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1i) and (2ii) above, as reasonably determined in good faith by the BoardMembers.
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Determination of Consideration. For purposes of this Subsection 6(d)Section 4.c., the consideration received by the Company corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:
(Aa) Cash and PropertyCASH AND PROPERTY. Such consideration shall:
(1i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company, corporation excluding amounts paid or payable for accrued interest or accrued dividends;
(2ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the BoardBoard of Directors; and
(3iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1i) and (2ii) above, as reasonably determined in good faith by the BoardBoard of Directors.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Vista Medical Technologies Inc)
Determination of Consideration. For purposes of this Subsection 6(d)Exhibit I, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:
(A) Cash and Property. Such consideration shall:
(1) insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends;
(2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board; and
(3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2) above, as determined in good faith by the Board.
Appears in 1 contract
Samples: Securities Purchase Agreement (Arena Resources Inc)