Common use of Non-Cash Consideration Clause in Contracts

Non-Cash Consideration. If any assets of the Corporation distributed to stockholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as reasonably determined by the Board in good faith, except that any securities to be distributed to stockholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows: (1) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i) if the securities are then traded on a national securities exchange or the NASDAQ National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (ii) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or sale; and (iii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board. (2) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(i), (ii) or (iii) to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. (a) If any assets of the Corporation distributed to stockholders shareholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cashcash or securities, then the value of such assets shall be their fair market value as reasonably determined by the Board of Directors, in good faith, except that . (b) If any securities to be assets of the Corporation distributed to stockholders shareholders in a connection with any liquidation, dissolution, dissolution or winding up of the Corporation are securities then the value of such assets shall be valued as followsdetermined by the Board of Directors in good faith: (1i) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (iA) unless otherwise specified in a definitive agreement for the acquisition of the Corporation, if the securities are then traded on a national securities exchange or listed on the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30-) day period ending three (3) days prior to the distribution;; and (iiB) if (A) above does not apply but the securities are actively traded over-the-counter, then then, unless otherwise specified in a definitive agreement for the acquisition of the Corporation, the value shall be deemed to be the average of the closing bid prices over the thirty (30-) calendar day period ending three (3) trading days prior to the closing of such merger, consolidation or saledistribution; and (iiiC) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the BoardBoard of Directors. (2ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(i), (ii4.4(b)(i)(A)(B) or (iiiC) to reflect the approximate fair market value thereof, as reasonably determined in good faith by the BoardBoard of Directors.

Non-Cash Consideration. If any assets of the Corporation distributed to stockholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as reasonably determined by the Board of Directors in good faith, except that any securities to be distributed to stockholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows: (1a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i) if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30-) day period ending three (3) days prior to the distribution;; and (ii) if (i) above does not apply but the securities are actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the thirty (30-) day period ending three (3) days prior to the closing of such merger, consolidation or saledistribution; and (iii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the BoardBoard of Directors of the Corporation. (2b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(isubparagraphs (a)(i), (ii) or (iii) of this subsection to reflect the approximate fair market value thereof, as reasonably determined in good faith by the BoardBoard of Directors.

Non-Cash Consideration. If any assets of the Corporation Company distributed to stockholders shareholders in connection with any liquidation, dissolution, dissolution or winding up of the Corporation Company are other than cash, then the value of such assets shall be their fair market value as reasonably determined by the Board in good faithBoard, except that any securities to be distributed to stockholders shareholders in a liquidation, dissolution, dissolution or winding up of the Corporation Company shall be valued as follows: (1a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i) if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution;; and, (ii) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or saledistribution; and (iii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the BoardBoard of Directors of the Company. (2b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(isubparagraphs (a)(i), (ii) or (iii) of this subsection to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. If any assets of the Corporation Company distributed to stockholders in connection with any liquidation, dissolution, dissolution or winding winding-up of the Corporation Company are other than cash, then the value of such the non-cash assets shall be their deemed to be the fair market value of such assets as reasonably determined by the Board in good faithand reasonably acceptable to the holders of a majority of the outstanding shares of Series A Preferred (the “Majority Holders”), except that any securities to be distributed to stockholders in a liquidation, dissolution, dissolution or winding winding-up of the Corporation Company shall be valued as follows: (1) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (ia) if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such the exchange or system over during the thirty (30-) calendar day period ending three (3) days prior to the distribution; (iib) if actively the securities are then traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over during the thirty (30-) calendar day period ending three (3) days prior to the closing of such merger, consolidation or saledistribution; and (iiic) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the BoardBoard and reasonably acceptable to the Majority Holders. (2) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(i), (ii) or (iii) to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. If any assets of the Corporation Company distributed to stockholders in connection with any liquidation, dissolution, dissolution or winding winding-up of the Corporation Company are other than cash, then the value of such the non-cash assets shall be their deemed to be the fair market value of such assets as reasonably determined by the Board in good faithand reasonably acceptable to the holders of a majority of the outstanding shares of Series B Preferred (the “Majority Holders”), except that any securities to be distributed to stockholders in a liquidation, dissolution, dissolution or winding winding-up of the Corporation Company shall be valued as follows: (1) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (ia) if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such the exchange or system over during the thirty (30-) calendar day period ending three (3) days prior to the distribution; (iib) if actively the securities are then traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over during the thirty (30-) calendar day period ending three (3) days prior to the closing of such merger, consolidation or saledistribution; and (iiic) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the BoardBoard and reasonably acceptable to the Majority Holders. (2) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(i), (ii) or (iii) to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. If any assets of the Corporation distributed to stockholders shareholders in connection with any liquidation, dissolution, or winding up of the Corporation are in a form other than cash, then the value of such assets shall be their fair market value as reasonably determined by the Board in good faithBoard, except that any securities to be distributed to stockholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows: (1) a. The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i) if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (ii) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or saledistribution; and (iii) if there is no active public marketmarket for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (2) b. The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount discount, as determined in good faith by the Board, from the market value (as determined as above in Section 3(b)(1)(isubsections (a)(i), (ii) or (iii) of this Section B(6)) to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. If any assets of the Corporation Company distributed to stockholders shareholders in connection with any liquidation, dissolution, or winding up of the Corporation Company are other than cash, then the value of such assets shall be their fair market value as reasonably determined by the Board in good faithBoard, except that any securities to be distributed to stockholders shareholders in a liquidation, dissolution, or winding up of the Corporation Company shall be valued as follows: (1a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i) if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution;; and (ii) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or saledistribution; and (iii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the BoardBoard of Directors of the Company. (2b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(isubparagraphs (a)(i), (ii) or (iii) of this subsection to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. If any assets of the Corporation distributed to stockholders in connection with any liquidation, dissolution, dissolution or winding up of the Corporation are in a form other than cash, then the value of such assets shall be their fair market value as reasonably determined by the Board in good faith, except that any securities to be distributed to stockholders in a liquidation, dissolution, dissolution or winding up of the Corporation shall be valued as follows: (1i) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i1) if the securities are then listed on NASDAQ or traded on a national securities exchange or the NASDAQ National Market System (or a similar any national stock exchange or national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-twenty (20) day period ending three (3) days prior to the distribution;; and (ii2) if (i) above does not apply but the securities are actively traded over-the-counter, then then, unless otherwise specified in a definitive agreement for the acquisition of the Corporation, the value shall be deemed to be the average of the closing bid prices over the 30-twenty (20) calendar day period ending three (3) trading days prior to the closing of such merger, consolidation or saledistribution; and (iii3) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board. (2ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(isubparagraphs (i)(1), (ii2) or (iii3) of this subsection to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. If any assets of the Corporation distributed to stockholders shareholders in connection with any liquidation, dissolution, dissolution or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as reasonably determined in good faith by the Board in good faithBoard, except that any securities to be distributed to stockholders shareholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows: (1a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i) if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30-) day period ending three (3) days prior to the distribution;distribution (or if there are no closing prices, the average of the closing bid and ask prices on such day); and (ii) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the thirty (30-) day period ending three (3) days prior to the closing of such merger, consolidation or saledistribution; and (iii) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board. (2b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(i3.3(a)(i), (ii3.3(a)(ii) or (iii3.3(a)(iii) to reflect the approximate fair market value thereof, as reasonably determined in good faith by the Board.

Non-Cash Consideration. If any assets of the Corporation distributed to stockholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as reasonably determined by the Board of Directors in good faith, except that any securities to be distributed to stockholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows: (1a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (i) unless otherwise specified in a definitive agreement for the acquisition of the Corporation, if the securities are then traded on a national securities exchange or the NASDAQ Nasdaq National Market System (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30-) day period ending three (3) days prior to the distribution;; and (ii) if (i) above does not apply but the securities are actively traded over-the-counter, then then, unless otherwise specified in a definitive agreement for the acquisition of the Corporation, the value shall be deemed to be the average of the closing bid prices over the thirty (30-) calendar day period ending three (3) trading days prior to the closing of such merger, consolidation or saledistribution; and (iii) if there is no active public marketmarket as described in clauses (i) or (ii) above, then the value shall be the fair market value thereof, as determined in good faith by the BoardBoard of Directors of the Corporation. (2b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Section 3(b)(1)(i), subparagraphs (iia)(i),(ii) or (iii) of this subsection to reflect the approximate fair market value thereof, as reasonably determined in good faith by the BoardBoard of Directors.