Common use of Consideration Received Clause in Contracts

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections Sections 7(b), (d), and ) or (e) of this Section 8), the following shall apply: (1A) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of gross proceeds to the Company from such cashissuance, provided that in no case which shall not include any deduction be made deductions for any commissions, discounts or discounts, other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewiththerewith or amounts paid or payable for accrued interest or accrued dividends; (2B) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cashcash or, subject to clause (C) below, securities, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange or through the Nasdaq National Market, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and (D) in the case of the issuance of securities convertible into into, exercisable for or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exercise or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (1A) and through (2C) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsectionSection 7(g).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors based on a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors based on a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company and in accordance with GAAP whose determination shall be conclusive and described in a Board resolution resolution, which shall be filed with the Warrant Agent Agent, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 811, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of (i) If any computation respecting consideration received security is issued or sold or deemed to have been issued or sold pursuant to subsections (d), and (eSection 3(d) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the amount of the consideration shall will be deemed to be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred cash received by the Company for any underwriting of the issue or otherwise in connection therewith;Company. (2ii) in the case of the issuance of shares of Common Stock If any security is issued or sold or deemed to be issued or sold pursuant to Section 3(d) for a consideration in whole or in part in a form other than cash, the amount of the non-cash consideration other than cash shall be deemed to will be the fair market value thereof of the item(s) received. Where the consideration received consists of securities, the fair market value shall be the aggregate market price of such security as determined in good faith of the date of receipt, as quoted on a securities exchange, an inter-dealer quotation system (NASDAQ), or as reported by the Board National Quotation Bureau, Incorporated. If the security is not listed or quoted on any exchange or other quotation service or the non-cash consideration consists of Directors (irrespective of other property, the accounting treatment thereof), whose determination consideration received shall be conclusive, determined jointly by the Company and described in Holder. If the parties are unable to reach an agreement within a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for sharesreasonable period, the aggregate consideration received therefor shall be deemed to be the fair market value of such consideration received by the Company for the issuance purposes of this Section 3(e) shall be determined by a nationally known investment banking firm selected by the Board of Directors of the Company and reasonably acceptable to Holder. (iii) If any security is issued or deemed to be issued in connection with any merger, consolidation, or corporate reorganization to which the Company is a party, the amount of consideration therefor will be deemed to be the fair value of that portion of the net assets and business of the other party(ies) involved that is attributable to such security(ies), as the case may be. The fair market value of the consideration shall be determined jointly by the Company and Holder. If the parties are unable to reach an agreement within a reasonable period, the fair market value of such securities plus the additional minimum consideration, if any, to be consideration received by the Company upon for the conversion or exchange thereof (the consideration in each case to purposes of this Section 3(e) shall be determined in by a nationally known investment banking firm selected by the same manner as provided in clauses (1) Board of Directors of the Company and (2) of this subsection); andreasonably acceptable to Holder. (4iv) in the case of the issuance of If a right, option, or warrant to subscribe for or purchase any shares of Common Stock pursuant Stock, or any other security of the Company convertible into shares of Common Stock, is issued or deemed to rights, options be issued in connection with the issuance or warrants which rights, options or warrants were originally issued together with one or more sale of other securities as part of a unit at a price per unitthe Company in an integrated transaction in which no specific consideration is allocated to the option or right, the consideration for the acquisition of the option or right shall be deemed to be the fair value of such rightsoption or right. The fair market value of the consideration shall be determined jointly by the Company and Holder. If the parties are unable to reach an agreement within a reasonable period, options or warrants at the time fair market value of issuance thereof as such consideration received by the Company for the purposes of this Section 3(e) shall be determined in good faith by a nationally known investment banking firm selected by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by of the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection)reasonably acceptable to Holder.

Consideration Received. For purposes of any computation ---------------------- respecting consideration received pursuant to subsections (d), and (e) of this Section 84.1, the following shall apply: (1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent;; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options options, warrants or warrants which rightssecurities convertible into or exchangeable for Common Shares, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 84.1, the following shall apply: (1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent;; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares, (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options options, warrants or warrants which rightssecurities convertible into or exchangeable for Common Shares, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 89, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Weekly Reader for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of Weekly Reader (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agentresolution; (3) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Weekly Reader for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Weekly Reader upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors of Weekly Reader whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company Weekly Reader upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections Sections 11 (d), ) and (e) of this Section 8hereof, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities securities, plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be (i) the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent Agent, plus (ii) the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses clause (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with delivered to the Warrant AgentHolder; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with delivered to the Warrant Agent Holder plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1i) in the case of the issuance of shares of Common Capital Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Capital Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value Fair Market Value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof)an internationally recognized investment banking firm, whose determination shall be conclusive, memorialized in writing, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Capital Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).an internationally

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 8, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive for all purposes, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exercisable or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exercise or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsubsection (f)); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsubsection (f)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 84.1, the following shall apply: (1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent;; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options options, warrants or warrants which rightssecurities convertible into or exchangeable for Common Shares, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), Sections 8.4 and (e) of this Section 8, 8.5 hereof the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Holdings for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Holdings upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants warrants, which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be (i) the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus (ii) the additional minimum consideration, if any, to be received by the Company Holdings upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses clause (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or placement of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) any subsection of this Section 815, the following shall apply: (1i) in In the case of the issuance of shares of Common Stock for cash, the consideration received shall be the amount of such cashcash receivable by the Company therefor, provided that in no case shall without deduction therefrom of any deduction be made for any commissions, discounts or other reasonable expenses incurred by the Company for in connection therewith or any underwriting of reasonable underwriters' discounts, fees and commissions paid or allowed by the issue or otherwise Company in connection therewith;. (2ii) in In the case of the issuance of shares of Common Stock for a consideration consisting in whole or in part of other than cash, the consideration other than cash shall shall, subject to the following provision of this paragraph (ii), be deemed to be the fair market value thereof as determined by the Board of Directors of the Company in the good faith exercise of its business judgment, without deduction therefrom of any reasonable expenses incurred by the Company in connection therewith. In any circumstances in which the fair market value of any such consideration is to be determined pursuant to this paragraph (ii), the Company shall give to the Holders written notice of the proposed fair market value, as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereofCompany. If the Company and the Required Holders agree upon the fair market value then the fair market value for purposes of this paragraph (ii) shall be as so agreed. If the Required Holders and the Company do not agree upon such fair market value, then the Required Holders and the Company shall appoint a recognized investment banking firm of national reputation, reasonably acceptable to the Required Holders and the Company. If the Company and the Required Holders cannot agree on the appointment of a mutually acceptable investment banking firm, or if the firm so appointed declines or fails to serve, then the Required Holders and the Company shall each choose one such investment banking firm and the respective firms so chosen shall appoint another recognized investment banking firm of national reputation. The investment banking firm so selected shall appraise the fair market value for the purposes of this paragraph (ii), whose determination and such investment banking firm shall be conclusive, and described in a Board resolution make such appraisal (which shall be filed in the form of a written report signed by such investment banking firm) and, for the purposes of determining the fair market value pursuant to this paragraph (ii), such appraised fair market value determined as herein provided shall be final and conclusive on the Company and the Holders. If the appraised value of the Company as determined by such investment banking firm is equal to or less than that determined by the Board of Directors of the Company in accordance with this paragraph (ii), then all fees and expenses of such investment banking firm shall be paid by the Warrant Agent;Holders requesting such appraisal. If the appraised value of the Company as determined by such investment banking firm is greater than that determined by the Board of Directors in accordance with this paragraph (ii), then all fees and expenses of such investment banking firm shall be paid by the Company. (3iii) in In the case of the issuance of securities convertible into Convertible Securities or exchangeable for sharesOption Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities Convertible Securities or Option Securities, as the case may be, plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsubsection (e); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive for all purposes, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive for all purposes and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 86.01, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant AgentCompany, approved by a majority of the Disinterested Directors or confirmed by a written opinion of a nationally recognized investment banking, appraisal of valuation firm that is not an Affiliate of the Company); (3iii) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors in accordance with GAAP whose determination shall be conclusive and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant Agent Company, approved by a majority of the Disinterested Directors or confirmed by a written opinion of a nationally recognized investment banking, appraisal of valuation firm that is not an Affiliate of the Company) plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, . if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, . options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, . options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 87, the following shall apply: (1) : in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) ; in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, ; and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) . When De Minimis Adjustment May Be Deferred. No adjustment in the Exercise Price need be made unless the adjustment would require on increase or decrease of at least 1% in the Exercise Price. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section shall be made to the nearest cent or nearest 1/100th of a share as the case may be. When No Adjustment Required. No adjustment need be made for a transaction referred to in subsection (a), (b), (c), (d) or (e) of this Section 7 if Warrant holders are permitted to participate in the transaction (without being required to exercise their Warrants in order to do so) on a basis and with notice that the Board of Directors of the issuance Company determines to be fair and appropriate in light of shares the basis and notice on which holders of Common Stock participate in the transaction. No adjustment need be made for rights to purchase Common Stock pursuant to rights, options a Company plan for reinvestment of dividends or warrants which rights, options interest. No adjustment need be made for a change in the par value or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair no par value of such rightsthe Common Stock. To the extent the Warrants become convertible into cash, options or warrants at no adjustment need be made thereafter as to the time of issuance thereof as determined in good faith by cash. Interest will not accrue on the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection)cash.

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d)7.4, and (e) 7.5 of this Section 87, the following shall apply: (1) in the case of the issuance of shares of Class C Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Class C Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with delivered to the Warrant AgentHolder; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Class C Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with delivered to the Warrant Agent Holder plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), Sections 4.05 and (e) of this Section 84.06, the following shall apply: (1a) in the case of the issuance of shares of Class A Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting or placement of the issue or otherwise in connection therewith; (2b) in the case of the issuance of shares of Class A Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors including a majority of the Disinterested Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with furnished to the Warrant AgentHolders; (3c) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Class A Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1a) and (2b) of this subsectionSection 4.07); and (4d) in the case of the issuance of shares of Class A Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors Directors, including a majority of the Disinterested Directors, whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1a) and (2b) of this subsectionSection 4.07).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), Sections 8.4 and (e) of this Section 8, 8.5 hereof the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants warrants, which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be (i) the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus (ii) the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses clause (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) or (f) of this Section 85, the following shall apply: (1) in the case of the issuance issuance, redemption or repurchase of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue issue, redemption or repurchase or otherwise in connection therewith; (2) in the case of the issuance issuance, redemption or repurchase of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent;resolution; and (3i) in the case of the issuance of securities convertible into or exchangeable or exercisable for sharesassets or debt or other securities, including Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4ii) in the case of the issuance redemption or repurchase of shares of securities convertible into or exchangeable or exercisable for Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unitStock, the aggregate consideration paid therefor shall be deemed to be (A) the fair value consideration paid by the Company for the redemption or repurchase of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent securities plus (B) the additional minimum consideration, if any, to be received by the Company (upon the exerciseconversion, conversion exchange or exchange exercise thereof if such securities were not so redeemed or repurchased (as the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 84.1, the following shall apply: (1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent;; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares, (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options options, warrants or warrants which rightssecurities convertible into or exchangeable for Common Shares, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), (e), (f) and (eg) of this Section 811, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction deductions may be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive for issuances having a fair market value in the aggregate of less than $1,000,000, and described in a Board resolution thereof which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for sharesCommon Stock Equivalents, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities Common Stock Equivalents plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants Common Stock Equivalents which rights, options or warrants Common Stock Equivalents were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be (i) the fair value Fair Value of such rights, options or warrants Common Stock Equivalents at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive for issuances having a fair market value in the aggregate of less than $1,000,000 and described in a Board resolution thereof which shall be filed with the Warrant Agent plus (ii) the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses clause (1) and (2) of this subsection).

Consideration Received. For purposes of any computation ---------------------- respecting consideration received pursuant to subsections (d), Sections 8.4 and (e) of this Section 8, 8.5 hereof the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Holdings for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Holdings for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Holdings upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants warrants, which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be (i) the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus (ii) the additional minimum consideration, if any, to be received by the Company Holdings upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses clause (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), b) and (ec) of this Section 89, the following shall apply: (1i) in the case of the an issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall cash (without any deduction be being made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith); (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described ) as determined in a Board resolution which shall be filed accordance with the Warrant Agent;Valuation Procedure; and (3iii) in the case of the issuance of securities convertible into or exchangeable for sharesother Equity Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and provided, however, any Additional Share issued in connection with any legal and/or equitable claim that has been asserted, or could have been asserted, by plaintiffs ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., ▇▇▇▇ ▇▇▇▇, M.D., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ Near (4collectively, "Plaintiffs") against the Company (the "Claims") in the case civil action pending before the United States District Court for the Southern District of Texas, Houston Division, docketed at Civil Action No. H-97-3317, or any other current or future legal or equitable action which any Plaintiff has brought or might bring against the issuance of shares of Common Stock pursuant to rightsCompany regarding, options relating to, or warrants which rightsconstituting any Claim, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be have been issued for a per share consideration equal to the fair value quotient of such rights, options (A) $700,000 less any cash or warrants at the time of issuance thereof as determined other property (valued in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed accordance with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) above) which is paid in connection with the settlement or other resolution of this subsection)any Claim divided by (B) the total number of Additional Shares issued in connection with all such Claims.

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 84.1, the following shall apply: (1i) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided ; PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent;; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesCommon Shares, (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options options, warrants or warrants which rightssecurities convertible into or exchangeable for Common Shares, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).

Consideration Received. For purposes of any computation respecting involving consideration received pursuant to subsections (de), and (ef) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 87, the following shall apply: (1) in the case of the issuance of shares of Common Stock Ordinary Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors based on a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agentresolution; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for sharesOrdinary Shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1‎(1) and (2‎(2) of this subsectionsubsection ‎(f)); and (4) in the case of the issuance of shares of Common Stock Ordinary Shares pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors based on a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company and in accordance with Applicable GAAP whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent resolution, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1‎(1) and (2‎(2) of this subsectionsubsection ‎(f)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 86.01, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith;; Table of Contents (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant AgentCompany, approved by a majority of the Disinterested Directors or confirmed by a written opinion of a nationally recognized investment banking, appraisal of valuation firm that is not an Affiliate of the Company); (3iii) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors in accordance with GAAP whose determination shall be conclusive and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant Agent Company, approved by a majority of the Disinterested Directors or confirmed by a written opinion of a nationally recognized investment banking, appraisal of valuation firm that is not an Affiliate of the Company) plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 8, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive for all purposes, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) any subsection of this Section 815, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration received shall be the amount of such cashcash received by the Company therefor, provided that in no case shall without deduction therefrom of any deduction be made for any commissions, discounts or other reasonable expenses incurred by the Company for in connection therewith or any underwriting of reasonable underwriters' discounts, fees and commissions paid or allowed by the issue or otherwise Company in connection therewith;. (2ii) in the case of the issuance of shares of Common Stock for a consideration consisting in whole or in part of other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company in the good faith exercise of its business judgment, without deduction therefrom of any reasonable expenses incurred by the Company in connection therewith. In any circumstances in which the fair market value of any such consideration is to be determined pursuant to this paragraph (ii), the Company shall give to the Holders (or, if such determination affects less than all of the Holders, to the Holders so affected) written notice of the proposed fair market value, as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereofCompany. If, within thirty (30) days after the date such notice is given, the Company and such Holders agree upon the fair market value then the fair market value for purposes of this paragraph (ii) shall be as so agreed. If such Holders and the Company do not agree upon such fair market value within such 30-day period, then the Required Holders and the Company shall appoint a recognized investment banking firm of national reputation, reasonably acceptable to the Required Holders and the Company. If the Company and the Required Holders cannot agree on the appointment of a mutually acceptable investment banking firm, or if the firm so appointed declines or fails to serve, then the Required Holders and the Company shall each choose one such investment banking firm and the respective firms so chosen shall appoint another recognized investment banking firm of national reputation. The investment banking firm so selected shall appraise the fair market value for the purposes of this paragraph (ii), whose determination and such investment banking firm shall be conclusive, and described in a Board resolution make such appraisal (which shall be filed in the form of a written report signed by such investment banking firm) and, for the purposes of determining the fair market value pursuant to this paragraph (ii), such appraised fair market value determined as herein provided shall be final and conclusive on the Company and the Holders. If the appraised value of the Company as determined by such investment banking firm is equal to or less than that determined by the Board of Directors of the Company in accordance with this paragraph (ii), then all fees and expenses of such investment banking firm shall be paid by the Warrant Agent;Required Holders requesting such appraisal. If the appraised value of the Company as determined by such investment banking firm is greater than that determined by the Board of Directors in accordance with this paragraph (ii), then all fees and expenses of such investment banking firm shall be paid by the Company. (3iii) in the case of the issuance of Convertible Securities or securities convertible into or exchangeable for sharesissuable upon the exercise of Option Securities, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities Convertible Securities, plus the consideration, if any, received by the Company for the issuance of such Option Securities, plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsubsection (e); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 86, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Company's Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, conclusive and described in a Board resolution which shall be filed with the Warrant Agent;resolution; and (3iii) in the case of the issuance of securities convertible into or exercisable or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exercise or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2ii) of this subsection). (i) When De Minimis Adjustment May Be Deferred. No adjustment in the Exercise Price need be made unless the adjustment would require an increase or decrease of at least 1 % in the Exercise Price. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

Consideration Received. For purposes of any computation respecting in respect of consideration received pursuant to subsections (d), ) and (e) of this Section 86.01, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, ; provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise incurred or paid in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant AgentCompany, confirmed by a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company); (3iii) in the case of the issuance of securities convertible into or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors in accordance with GAAP whose determination shall be conclusive and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant Agent Company, confirmed by a written opinion of an internationally recognized investment banking, appraisal of valuation firm that is not an Affiliate of the Company) plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 811, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction deductions may be made for any commissions, discounts or other expenses incurred by the Company Enterprises for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution thereof which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Enterprises for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Enterprises upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be (i) the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution thereof which shall be filed with the Warrant Agent plus (ii) the additional minimum consideration, if any, to be received by the Company Enterprises upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses clause (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 89, the following shall apply: (1) in the case of the issuance of shares of Common Stock common stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company Weekly Reader for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock common stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of Weekly Reader (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with delivered to the Warrant AgentHolders; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company Weekly Reader for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company Weekly Reader upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock common stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors of Weekly Reader whose determination shall be conclusive and described in a Board resolution which shall be filed with delivered to the Warrant Agent Holders plus the additional minimum consideration, if any, to be received by the Company Weekly upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 89, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive for all purposes, and described in a Board resolution which shall be filed with the Warrant Agentresolution; (3iii) in the case of the issuance of securities convertible into or exercisable or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exercise or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsubsection (f)); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionsubsection (f)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock Shares for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors based on a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for sharesCommon Shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)); and (4) in the case of the issuance of shares of Common Stock Shares pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors based on a written opinion of an internationally recognized investment banking, appraisal or valuation firm that is not an Affiliate of the Company and in accordance with GAAP whose determination shall be conclusive and described in a Board resolution resolution, which shall be filed with the Warrant Agent Agent, plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)).

Consideration Received. For purposes Upon the consummation of the Approved Sale, each Unitholder shall receive in exchange for each Unit of any computation respecting class or series of Units held by such Units the same form of consideration received pursuant to subsections (d)i.e., cash, securities or other non-cash) and (e) of this Section 8, the following shall apply: (1) in the case same portion of the issuance of shares of Common Stock for cash, the aggregate consideration shall be the amount from such Approved Sale that such Units would have received in respect of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred Unit if such aggregate consideration had been distributed by the Company for any underwriting in complete liquidation pursuant to the rights and preferences set forth in this Agreement, including Section 4.1 herein, as in effect immediately prior to the consummation of such Approved Sale; provided that the issue or otherwise in connection therewith; (2) in requirement that each Unitholder receives the case same form of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash as set forth above shall be deemed satisfied with respect to (i) the Institutional Holders and their Permitted Transferees, so long as each Institutional Holder and each of their Permitted Transferees, at their election, receives the same form of consideration, the same amount of consideration per Company Equity Security, and the same option as to the form of consideration as the TB Funds receive in the Approved Sale; provided, further, that the TB Funds may be given the fair market value thereof as determined in good faith by option or be required to rollover a portion of their Company Equity Securities, which optional or mandatory rollover need not be offered to the Board other Unitholders and (ii) all other Unitholders, even if (x) holders of Directors Unvested Class B Units receive no consideration and (irrespective y) certain Unitholders at their election receive, to the exclusion of others, securities of the accounting treatment entity (or an Affiliate thereof)) acquiring the Company in an Approved Sale, whose determination shall be conclusiveso long as each such Unitholder receives the same amount of value, and described whether in a Board resolution which shall be filed with the Warrant Agent; (3) in the case cash or such securities, as of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance closing of such securities plus Approved Sale with respect to such Unitholder’s Units. In the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part event of a unit at a price per unitchange in control, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum unvested Units are automatically forfeited for no consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections SUBSECTIONS (d), D) and (eE) of this Section SECTION 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided PROVIDED that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive and non-appealable, and described in a resolution of the Board resolution of Directors which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses CLAUSES (1) and (2) of this subsectionSUBSECTION (F)); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and non-appealable and described in a resolution of the Board resolution of Directors which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses CLAUSES (1) and (2) of this subsectionSUBSECTION (F)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 86.01, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant AgentCompany, approved by a majority of the Board of Directors or confirmed by a written opinion of a nationally recognized investment banking, appraisal of valuation firm that is not an Affiliate of the Company); (3iii) in the case of the issuance of securities convertible into into, exercisable or exchangeable for sharesshares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exercise or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other equity securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors in accordance with GAAP whose determination shall be conclusive and described in a Board resolution which shall be filed with Resolution (and, if such issuance is to an Affiliate of the Warrant Agent Company, approved by a majority of the Board of Directors or confirmed by a written opinion of a nationally recognized investment banking, appraisal of valuation firm that is not an Affiliate of the Company) plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive and non-appealable, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable or exercisable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion conversion, exchange or exchange exercise thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and non-appealable and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsectionsubsection (f)).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, unit the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), ) and (e) of this Section 811, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, and described in a Board resolution which shall be filed with the Warrant Agent; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be (i) the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus (ii) the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses clause (1) and (2) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 8, the following shall apply: (1i) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusiveconclusive for all purposes, and described in a Board resolution which shall be filed with the Warrant Agent; (3iii) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsection); and (4iv) in the case of the issuance of shares of Common Stock pursuant to rights, options or warrants which rights, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as determined in the same manner as provided in clauses (1i) and (2ii) of this subsection).

Consideration Received. For purposes of any computation respecting consideration received pursuant to subsections (d), and (e) of this Section 84.1, the following shall apply: (1i) in the case of the issuance of shares of Common Preferred Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2ii) in the case of the issuance of shares of Common Preferred Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, conclusive and described in reasonable detail in a Board board resolution which shall be filed with provided as soon as practicable thereafter to the Warrant Agent;; and (3iii) in the case of the issuance of rights, options, warrants or securities convertible into or exchangeable for sharesPreferred Stock (including, without limitation, any Rights), the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection); and (4) in the case of the issuance of shares of Common Stock pursuant to rights, options options, warrants or warrants which rightssecurities convertible into or exchangeable for Preferred Stock, options or warrants were originally issued together with one or more other securities as part of a unit at a price per unit, the consideration shall be deemed to be the fair value of such rights, options or warrants at the time of issuance thereof as determined in good faith by the Board of Directors whose determination shall be conclusive and described in a Board resolution which shall be filed with the Warrant Agent plus the additional minimum consideration, if any, to be received by the Company upon the exercise, conversion or exchange thereof (as the consideration in each case to be determined in the same manner as provided in clauses (1i) and (2ii) of this subsectionSection 4.1(g)).