Common use of Determination of Issue Price Clause in Contracts

Determination of Issue Price. In case any shares of ---------------------------- Common Stock or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for cash, the consideration received therefor, after deducting therefrom any commission or other expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issuance thereof, shall be deemed to be the amount received by the Company therefor. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for a consideration, part or all of which shall be other than cash, then, for the purpose of this Section 7.1, the Board of Directors of the Company shall reasonably determine in good faith the fair value of such consideration, irrespective of accounting treatment, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued for an amount of cash equal to the value so determined by the Board of Directors. The reclassification of securities other than Common Stock into securities including Common Stock shall be deemed to involve the issuance, for consideration other than cash, of such Common Stock immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such Common Stock. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such stock or other securities shall be issued together with other stock or securities or other assets of the Company for a consideration which includes both, the Board of Directors of the Company shall determine what part of the consideration so received is to be deemed to be consideration for the issuance of such shares of such Common Stock, Convertible Securities, rights or options.

Appears in 1 contract

Samples: Marketing Agreement (JMC Group Inc)

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Determination of Issue Price. In case any shares of ---------------------------- Common Stock or Convertible convertible Securities or any rights or options Rights to purchase any such stock or securities shall be issued for cash, cash the consideration received therefor, after before deducting therefrom any commission or other expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issuance thereof, shall be deemed to be the amount received by the Company therefor. In case any shares of Common Stock or Convertible Securities or any rights or options Rights to purchase any such stock or securities shall be issued for a consideration, consideration part or all of which shall be other than cash, then, for the purpose of this Section 7.1paragraph, the Board of Directors of the Company shall reasonably determine in good faith the fair value of such consideration, irrespective of accounting treatment, and such Common Stock, Convertible Securities, rights Securities or options Rights shall be deemed to have been issued for an amount of cash equal to the value so determined by the Board of Directors. The reclassification re-classification of securities other than Common Stock into securities including Common Stock shall be deemed to involve the issuance, issuance for a consideration other than cash, cash of such Common Stock immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such Common Stock. In case any shares of Common Stock or Convertible Securities or any rights or options Rights to purchase any such stock or other securities shall be issued together with other stock or securities or other assets of the Company for a consideration which includes both, the Board of Directors of the Company shall determine what part of the consideration so received is to be deemed to be consideration for the issuance issue of such shares of such Common Stock, Convertible Securities, rights Securities or optionsRights.

Appears in 1 contract

Samples: Warrant Agreement (Oasis Resorts International Inc /Nv)

Determination of Issue Price. For purposes of the ---------------------------- computations provided for in this Section 8, this subsection 8(a) (4) shall be applicable. In case any shares of ---------------------------- Common Stock or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for cash, cash the consideration received therefor, after deducting therefrom any commission commissions or other expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issuance thereof, shall be deemed to be the amount received by the Company therefor. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for a consideration, consideration part or all of which shall be other than cash, then, for the purpose purposes of this Section 7.18, the Board of Directors of the Company shall reasonably determine in make a good faith determination of the fair value of such consideration, irrespective of accounting treatment, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued for an amount of cash equal to the value so determined by the Board of Directors. The reclassification of securities other than Common Stock into securities including Common Stock shall be deemed to involve the issuance, issuance of Common Stock for a consideration other than cash, cash and the issuance of such Common Stock securities shall be deemed to have occurred immediately prior to the close of business on the date fixed for the determination of the identity of the security holders entitled to receive received such Common Stock. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such stock or other securities shall be issued together with other stock or securities or other assets of the Company for a consideration which includes both, the Board of Directors of the Company shall determine what part of the consideration so received is to be deemed to be consideration for the issuance of such shares of such Common Stock, Convertible Securities, rights or options.

Appears in 1 contract

Samples: Underwriting Agreement (United Financial Mortgage Corp)

Determination of Issue Price. In case any shares of ---------------------------- Common Stock Shares or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for cash, the consideration received therefor, after which shall be the gross sales price for such security without deducting therefrom any commission or other expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issuance thereof, shall be deemed to be the amount received by the Company therefor. In case any shares of Common Stock Shares or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for a consideration, consideration part or all of which shall be other than cash, then, for the purpose of this Section 7.1(6), the Board of Directors of the Company shall reasonably determine in good faith the fair value of such consideration, irrespective of accounting treatment, and such Common Stock, Shares or Convertible Securities, rights or options Securities shall be deemed to have been issued for an amount of cash equal to the value so determined by the Board of Directors. The reclassification of securities other than Common Stock Shares into securities including Common Stock Shares shall be deemed to involve the issuance, issuance for a consideration other than cash, cash of such Common Stock Shares immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such Common StockShares. In case any shares of Common Stock Shares or Convertible Securities or any rights or options to purchase any such stock or other securities shall be issued together with other stock or securities or other assets of the Company for a consideration which includes bothconsideration, the Board of Directors of the Company shall determine what part of the consideration so received is to be deemed to be consideration for the issuance of such shares issue of such Common Stock, Shares or Convertible Securities, rights or options.

Appears in 1 contract

Samples: Loan Agreement (Global Med Technologies Inc)

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Determination of Issue Price. For purposes of the computations provided for in this Section 8, this subsection 8(a)(4) shall be applicable. In case any shares of ---------------------------- Common Stock or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for cash, cash the consideration received therefor, after deducting therefrom any commission commissions or other expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issuance thereof, shall be deemed to be the amount received by the Company therefor. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such stock or securities shall be issued for a consideration, consideration part or all of which shall be other than cash, then, for the purpose purposes of this Section 7.18, the Board of Directors of the Company shall reasonably determine in make a good faith determination of the fair value of such consideration, irrespective of accounting treatment, and such Common Stock, Convertible Securities, rights or options shall be deemed to have been issued for an amount of cash equal to the value so determined by the Board of Directors. The reclassification of securities other than Common Stock into securities including Common Stock shall be deemed to involve the issuance, issuance of Common Stock for a consideration other than cash, cash and the issuance of such Common Stock securities shall be deemed to have occurred immediately prior to the close of business on the date fixed for the determination of the identity of the security holders entitled to receive such Common Stock. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such stock or other securities shall be issued together with other stock or securities or other assets of the Company for a consideration which includes both, the Board of Directors of the Company shall determine what part of the consideration so received is to be deemed to be consideration for the issuance of such shares of such Common Stock, Convertible Securities, rights or options.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (United Financial Mortgage Corp)

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