Common use of Determination of Consideration Clause in Contracts

Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case any shares of Common Stock Shares or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors Trustees of the Company shall promptly determine the fair value of such consideration, and such Common StockShares, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock Shares or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors Trustees of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock Shares or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors Trustees of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant Right a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common StockShares, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock Shares which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash, if any cash and other assetsconstitutes a part of the assets of a corporation or business substantially all of the assets of which are being received a such consideration) then, for the purpose of this Paragraph 34, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.74.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant you a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash, if any cash and other assetsconstitutes a part of the assets of a corporation or business substantially all of the assets of which are being received a such consideration) then, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In case any shares of Common Stock Shares or ------------------------------ Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3, the Board of Directors Trustees of the Company shall promptly determine the fair value of such consideration, and such Common StockShares, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock Shares or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock Shares or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors Trustees of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock Shares or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors Trustees of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant Right a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common StockShares, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock Shares which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms.

Determination of Consideration. In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the aggregate amount of cash received by the Corporation therefor (before deducting any shares of Common Stock reasonable discounts, commissions or Convertible Securities other expenses allowed, paid or incurred by the Corporation for any rights or options to subscribe for, purchase underwriting or otherwise acquire any Common in connection with the issuance and sale thereof). In the case of the issuance of Additional Stock or Convertible Securities shall be issued or sold for a consideration in whole or in part other than cash, the consideration other than cash (or a shall be deemed to be the fair value thereof except where such consideration consists of securities, in which includes cash and other assets) then, for case the purpose amount of this Paragraph 3consideration received by the Corporation shall be the Market Price thereof as of the date of receipt. If any Additional Stock is issued to the owners of the non-surviving entity in connection with any merger in which the Corporation is the surviving corporation, the Board amount of Directors of the Company consideration therefor shall promptly determine be deemed to be the fair value of such consideration, portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock. The fair value of any consideration other than cash and securities (and, Convertible Securitiesif applicable, rights the portions thereof attributable to any such stock or options securities) shall be determined jointly by the Corporation and the holders of a majority of the outstanding Preferred Stock. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the holders of a majority of the outstanding Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation. In case any Additional Stock is issued in a transaction in which no specific consideration is received by the Corporation or allocated specifically to such Additional Stock, the option shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and terms$.01.

Determination of Consideration. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor will be the amount received by the Company therefor, after deduction of all underwriting discounts or allowances in connection with such issuance, grant or sale. In case any shares of Common Stock Stock, Options or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company (or a including the net present value of the consideration which includes cash and other assets) then, expected by the Company for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine provided or purchased services) will be the fair market value of such consideration, and except where such Common Stockconsideration consists of securities, Convertible Securities, rights or options shall in which case the amount of consideration received by the Company will be deemed the average Daily Market Price for the ten (10) Trading Days with respect to have been issued or sold on such securities thereof prior to the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basisreceipt. In case any Common Stock Stock, Options or Convertible Securities are issued in connection with any merger or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of consolidation in which the Company for a consideration which covers bothis the surviving entity, the Board amount of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to therefor will be deemed to be the consideration for the issue or sale fair market value of such portion of the net assets and business of the non-surviving Company as is attributable to such Common Stock Stock, Options or Convertible Securities, as the case may be. Notwithstanding anything to the contrary contained herein, if Common Stock, Options or Convertible Securities are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, and one or more of such rights securities are issued, granted or options. The sold for a price below fair market value (when the aggregate value of such securities is compared with the aggregate amount of consideration received by the Company covenants and agrees thattherefor), should any determination Holder of the Warrants may elect to determine the amount of consideration deemed to be received by the Company therefor by deducting the difference between the fair value of consideration and the amount paid for any type of securities issued, granted or sold in such transaction or series of allocation of consideration transactions (the “Disregarded Securities”). If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven subsection (7c) days after any and each such determination, deliver to for the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer issuance of the Disregarded Securities or upon any conversion or exercise thereof. For example, if the Company reciting such were to issue convertible notes having a face value as thus determined of $1,000,000 and setting forth the nature of the transaction for which such determination was required warrants to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, the basis for its valuation, the number of purchase shares of Common Stock at an exercise price equal to the market price of the Common Stock on the date of issuance of such warrants in exchange for $1,000,000 of consideration, the fair value of the warrants would be subtracted from the $1,000,000 of consideration received by the Company for the purposes of determining the price per share of Common Stock issuable upon conversion of the convertible notes and for purposes of determining any adjustment to the Exercise Price hereunder as a result of the issuance of the Convertible Securities. The Holders holding a majority of the Warrants outstanding shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or securities; provided, however, that if the Company does not agree to such fair market value calculation within three (3) Business Days after receipt of such calculation along with reasonably detailed supporting documentation from the Holders, then such fair market value will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Holders holding a majority of the Warrants outstanding (which investment banker or other expert shall not have been engaged or are otherwise employed by any of the Holders within one (1) year of the date of such engagement hereunder) and reasonably acceptable to the Company, with the costs of such appraisal to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and termsborne by the Company.

Determination of Consideration. In case For purposes of this Article 13.2, the consideration received by the Company for the issuance or deemed issuance of any shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible New Securities shall be issued computed as follows: (i) Except as provided in Article 13.2(e)(ii), such consideration shall: (A) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company, excluding amounts paid or sold payable for a consideration accrued interest or accrued dividends; (B) insofar as it consists of property other than cash (or a consideration which includes cash and other assets) thencash, for the purpose of this Paragraph 3, the Board of Directors of the Company shall promptly determine be computed at the fair value thereof at the time of such considerationissue, and such Common Stockas determined in good faith by the Board; provided, Convertible Securities, rights or options that no value shall be deemed attributed to have been any services performed by any employee, officer or director of the Company; and (C) in the event that New Securities are issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be deemed issued or sold together with other stock shares or securities in or other assets of the Company for a consideration which covers bothboth such New Securities and such other shares or securities or other assets, be the Board proportion of Directors of the Company shall promptly determine such consideration so received with respect to such New Securities, computed as provided in Article 13.2(e)(i)(A) and Article 13.2(e)(i)(B), as determined in good faith what part of by the Board. (ii) The consideration so per Ordinary Share received is to be by the Company for New Securities deemed to have been issued pursuant to Article 13.2(c), relating to Options and Convertible Securities, shall be determined by dividing: (A) the total amount, if any, received or receivable by the Company (net of any selling concessions, discounts or commissions) as consideration for the issue or sale of such Common Stock Options or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or options have been the conversion or are to be issued, the basis for its valuation, the number exchange of shares of Common Stock which have been or are to be issued, and a description of any such Convertible Securities, rights or options which have been in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or are exchange of such Convertible Securities; by (B) the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to be issued, including their any provision contained therein for a subsequent adjustment of such number, amount and terms) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Determination of Consideration. In For the purposes of any calculation of the consideration receivable by the Company pursuant to paragraphs (b), (c) and, if applicable, (f) above, the following provisions shall be applicable: (i) in the case any shares of the issue of Common Stock or Convertible Securities Shares for cash, the consideration shall be the amount of such cash; provided that in no such case shall any deduction be made for any commissions or any rights expenses paid or options to subscribe for, purchase incurred by the Company for any underwriting of the issue or otherwise acquire any in connection therewith; (ii) in the case of the issue of Common Stock or Convertible Securities shall be issued or sold Shares for a consideration in whole or in part other than cash, the consideration other than cash (or a consideration which includes cash and other assets) then, for shall be deemed to be the purpose of this Paragraph 3, Fair Market Value thereof as determined by the Board of Directors or an Independent Financial Advisor, as applicable, or, if such determination is to be made by application to a court of competent jurisdiction, as determined by such court or an appraiser appointed by such court, irrespective of the Company shall promptly determine the fair value of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of the Company for accounting purposes except treatment thereof; (iii) in the case of an acquisition accounted for on a pooling the issue (whether initially or upon the exercise of interest basis. In case any Common Stock or Convertible Securities or any options, rights or options to subscribe for, purchase warrants) of securities convertible into or otherwise acquire any exchangeable for Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers bothShares, the Board of Directors of aggregate consideration receivable by the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the consideration received by the Company for such securities and (if applicable) options, rights or warrants plus the issue additional consideration (if any) to be received by the Company upon (and assuming) the conversion or sale exchange of such Common Stock securities at the initial conversion or Convertible Securities exchange price or rate and (if applicable) the exercise of such rights or options. The Company covenants warrants at the initial subscription or purchase price (the consideration in each case to be determined in the same manner as provided in sub-paragraphs (i) and agrees that, should any determination of fair value of (ii) above) and the consideration or of allocation of consideration be made per share receivable by the Board Company shall be such aggregate consideration divided by the number of Directors Common Shares to be issued upon (and assuming) such conversion or exchange at the initial conversion or exchange price or rate and (if applicable) the exercise of such rights or warrants at the initial subscription or purchase price; and (iv) in the case of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder issue of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securitiesoptions, rights or options have been warrants to subscribe for or are purchase Common Shares, the aggregate consideration receivable by the Company shall be deemed to be issuedthe consideration received by the Company for any such options, rights or warrants plus the basis for its valuationadditional consideration to be received by the Company upon (and assuming) the exercise of such options, rights or warrants at the initial subscription or purchase price (the consideration in each case to be determined in the same manner as provided in sub-paragraphs (i) and (ii) above) and the consideration per Common Share receivable by the Company shall be such aggregate consideration divided by the number of shares of Common Stock which have been or are Shares to be issued, issued upon (and a description assuming) the exercise of any Convertible Securitiessuch options, rights or options which have been warrants at the initial subscription or are to be issued, including their number, amount and termspurchase price.

Determination of Consideration. In case any shares The “consideration actually received” by the Company for the issuance, sale, grant or assumption of Common Stock Units, Unit Purchase Rights or Convertible Securities or any rights or options to subscribe forSecurities, purchase or otherwise acquire any Common Stock or Convertible Securities irrespective of the accounting treatment of such consideration, shall be issued valued as follows: (i) in the case of cash, the net amount received by the Company not including any accrued interest or sold for a dividends and after deducting any expenses paid or incurred and any underwriting commissions or concessions paid or allowed by the Company in connection with such issue or sale; (ii) in the case of consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3cash, the Board of Directors of the Company shall promptly determine the fair market value of such consideration, and which shall include the purchase price paid for any Convertible Securities being converted or exchanged, as determined by the Board in good faith, not including any accrued interest or dividends; (iii) in the event the Company at any time or from time to time after the Original Issue Date shall issue any Convertible Securities or Unit Purchase Rights or shall fix a record date for the determination of holders of any Class of Units entitled to receive any such Convertible Securities or Unit Purchase Rights, then the maximum number (as set forth in the instrument relating thereto without regard to any provisions contained therein designed to protect against dilution) of Common StockUnits issuable upon the exercise of such Convertible Securities or Unit Purchase Rights or, in the case of Unit Purchase Rights for Convertible Securities, rights the exercise of such Unit Purchase Rights and the conversion or options exchange of such Convertible Securities, shall be deemed to be additional Common Units issued as of the time of the issuance of the Convertible Securities or Unit Purchase Rights or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that additional Common Units shall not be deemed to have been issued or sold unless the consideration per Unit (determined pursuant to Section 4.12(e)(iii) hereof) of such additional Common Units would be less than the Conversion Price in effect on the date of and immediately prior to such determination in good faith. Such value shall not be more than issue, or such record date, as the amount at which such consideration is recorded case may be; (iv) in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any event additional Common Stock or Convertible Securities or any rights or options Units are issued (including Units deemed issued pursuant to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold Section 4.12(e)(iii)) together with other stock Units or securities or other assets of the Company for a consideration which covers both, be the Board proportion of Directors of the Company shall promptly determine such consideration so received, computed as provided in Sections 4.12(e)(i) and (ii) above, as reasonably determined in good faith what part of by the Board; and (v) the consideration so per Unit received is to be by the Company for additional Common Units deemed to be have been issued pursuant to Section 4.12(e)(iii), relating to Convertible Securities and Unit Purchase Rights, shall equal the quotient determined by dividing: the total amount, if any, received or receivable by the Company as consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees thatUnit Purchase Rights, should any determination plus the minimum aggregate amount of fair value of additional consideration or of allocation of consideration be made by (as set forth in the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7instruments relating thereto) days after any and each such determination, deliver payable to the Holder Company upon the exercise, conversion or exchange of this Warrant a certificate signed by such Convertible Securities or Unit Purchase Rights, or in the President or a Vice President and the Treasurer or an Assistant Treasurer case of the Company reciting such value as thus determined and setting forth the nature of the transaction Unit Purchase Rights for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights the exercise of such Unit Purchase Rights for Convertible Securities and the conversion or options have been or are to be issuedexchange of such Convertible Securities, by the basis for its valuation, the maximum number of shares Common Units (as set forth in the instruments relating thereto) issuable upon the exercise of Common Stock which have been such Unit Purchase Rights or are to be issuedthe conversion or exchange of such Convertible Securities. In the event of any change in (i) the consideration, and a description if any, payable upon exercise of any Unit Purchase Rights or upon the conversion or exchange of any Convertible Securities, rights or options (ii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Units, the Conversion Price as computed upon the original issue thereof shall forthwith be readjusted to the Conversion Price that would have been in effect at such time had such Unit Purchase Rights or are Convertible Securities provided for such changed purchase price, consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any Unit Purchase Rights not exercised or of any right to convert or exchange under any Convertible Securities not exercised, the Conversion Price then in effect shall forthwith be increased to the Conversion Price that would have been in effect at the time of the issuance of such Unit Purchase Rights or Convertible Securities had such Unit Purchase Rights or Convertible Securities never been issued. No readjustment of the Conversion Price pursuant to this paragraph shall (x) increase the Conversion Price by an amount in excess of the adjustment originally made to the Conversion Price in respect of the issue, including their numbersale or grant of the applicable Unit Purchase Rights or Convertible Securities, or (y) require any adjustment to the amount and termspaid or number of Common Units received by any holder of Preferred Units upon any conversion of any Preferred Unit prior to the date upon which such readjustment to the Conversion Price shall occur.

Determination of Consideration. In case For purposes of this Schedule 11.01 the consideration received by the Borrower for the issue of any shares Additional Shares of Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued computed as follows: (a) Cash and Property: Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Borrower, excluding amounts paid or sold payable for a consideration accrued interest, without deducting any compensation or discount in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services or for any expenses relating to the offering of such Additional Shares of Common Stock; (ii) insofar as it consists of property other than cash (or a consideration which includes cash and other assets) thencash, for be computed at the purpose fair market value thereof at the time of this Paragraph 3such issue, as determined in good faith jointly by the Board of Directors and the Lead Lender, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Borrower shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the Company shall promptly determine the fair value close of such consideration, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold business on the date of receipt of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded securities; (iii) in the books event Additional Shares of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be are issued or sold together with other stock shares or securities or other assets of the Company Borrower for a consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith jointly by the Board of Directors and the Lead Lender; and (iv) in the event Additional Shares of Common Stock are issued to the owners of the Company shall promptly determine non-surviving entity in good faith what part of connection with any merger in which the consideration so received Borrower is to the surviving corporation, be deemed to be the consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors such portion of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any net assets and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer business of the Company reciting non-surviving entity as is attributable to such value as thus determined and setting forth the nature shares of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Options or Convertible Securities, rights or options have been or are as the case may be, issued to be issued, the basis for its valuation, the number of shares of Common Stock which have been or are to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and termssuch owners.

Determination of Consideration. In case any shares The aggregate consideration received or deemed to be received by the Company for the issuance, sale, grant or assumption of Common Stock Shares, Share Purchase Rights or Convertible Securities or any rights or options to subscribe forSecurities, purchase or otherwise acquire any Common Stock or Convertible Securities irrespective of the accounting treatment of such consideration, shall be issued valued as follows: (i) in the case of cash, the net amount received by the Company after deduction of any accrued interest or sold for a preferred returns and before deducting any expenses paid or incurred and any underwriting commissions or concessions paid or allowed by the Company in connection with such issue or sale; (ii) in the case of consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3cash, the Board of Directors of the Company shall promptly determine the fair value of such consideration, which shall not include the value of any Convertible Securities being converted or exchanged, as determined by the Board in good faith, after deducting any accrued interest or preferred returns; and (iii) with respect to the issuance of Share Purchase Rights and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued or sold on the date of such determination in good faith. Such value shall not be more than the amount at which such consideration is recorded in the books of total consideration, if any, received by the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board of Directors of the Company shall promptly determine in good faith what part of the consideration so received is to be deemed to be the as consideration for the issue or sale of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees that, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors issuance of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to Share Purchase Rights or the Holder of this Warrant a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth the nature of the transaction for which such determination was required to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights as the case may be, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of such Share Purchase Rights or options have been upon the conversion or are to be issuedexchange of such Convertible Securities, as the basis for its valuationcase may be, in each case after deducting any accrued interest or preferred returns. In the number event of shares any change in (i) the consideration, if any, payable upon exercise of Common Stock which have been any Share Purchase Rights or are to be issued, and a description upon the conversion or exchange of any Convertible Securities, rights or options (ii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Shares, each Conversion Price as computed upon the original issue thereof shall forthwith be readjusted to the Conversion Price that would have been in effect at such time had such Share Purchase Rights or are Convertible Securities provided for such changed purchase price, consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any Share Purchase Rights not exercised or of any right to convert or exchange under any Convertible Securities not exercised, each Conversion Price then in effect shall forthwith be increased to the Conversion Price that would have been in effect at the time of such expiration had such Share Purchase Rights or Convertible Securities never been issued. No readjustment of any Conversion Price pursuant to this paragraph shall (A) increase such Conversion Price by an amount in excess of the adjustment originally made to such Conversion Price in respect of the issue, including their numbersale or grant of the applicable Share Purchase Rights or Convertible Securities, or (B) require any adjustment to the amount and termspaid or number of Common Shares received by any holder of Preferred Shares upon any conversion of any Preferred Shares prior to the date upon which such readjustment to such Conversion Price shall occur.

Determination of Consideration. In case Any stock dividends or distributions of securities shall be deemed to have been issued or sold without consideration. If any shares of Common Stock Stock, or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities same shall be issued or sold for a consideration other than cash (or a consideration which includes cash and other assets) then, for the purpose of this Paragraph 3cash, the Board amount of Directors the consideration other than cash shall be deemed to be the fair market value on the date of issuance of the securities, as determined in good faith by the board of directors of the Company. Any securities issued in connection with any merger and consolidation in which the Company is a surviving corporation shall be valued at the fair market value thereof on the date of issue, as determined in good faith by the board of directors of the Company. In the event of any merger or consolidation of the Company shall promptly determine in which the fair value Company is not the surviving corporation or in the event of such considerationthe sale of all or substantially all the assets of the Company, and such Common Stockstock or other securities of any other corporation, Convertible Securities, rights or options the Company shall be deemed to have been issued a number of shares of its Common Stock for stock or sold securities of the other corporation, computed on the basis of the actual exchange ratio on which the transaction was predicated, for a consideration equal to the fair market value on the date of such determination in good faith. Such value shall not be more than the amount at which transaction of such consideration is recorded in the books of the Company for accounting purposes except in the case of an acquisition accounted for on a pooling of interest basis. In case any Common Stock or Convertible Securities or any rights or options to subscribe for, purchase or otherwise acquire any Common Stock or Convertible Securities shall be issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the Board other corporation. (iii0 Certificate of Directors Adjustment. Upon any adjustment of the Company shall promptly determine in good faith what part Exercise Price or the number of the consideration so received is to be deemed to be the consideration for the issue or sale shares of such Common Stock or Convertible Securities or such rights or options. The Company covenants and agrees thatconstituting a Stock Unit, should any determination of fair value of consideration or of allocation of consideration be made by the Board of Directors of the Company, pursuant to this subparagraph 3.7, it will, not less than seven (7) days after any and each such determination, deliver to the Holder of this Warrant a certificate signed by the President or a any Vice President and the Treasurer or an Assistant Treasurer of the Company reciting such value as thus determined and setting forth in reasonable detail the nature of event requiring the transaction for adjustment and the method by which such determination adjustment was required calculated, shall be mailed (by certified mail, return receipt requested, postage prepaid) to be made, the nature of any consideration, other than cash, for which Common Stock, Convertible Securities, rights or options have been or are to be issued, Holder specifying the basis for its valuation, adjusted Exercise Price and the number of shares of Common Stock which have been or are purchasable on exercise of this Warrant after giving effect of the adjustment of such number of shares pursuant to be issued, and a description of any Convertible Securities, rights or options which have been or are to be issued, including their number, amount and termsSection 5 hereof.