Determination of Consideration Received Clause Samples

Determination of Consideration Received. For purposes of this Section 5, the amount of consideration received by the Company in connection with the issuance or sale of Common Stock, Options or Convertible Securities shall be determined in accordance with the following: (A) In the event that shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. (B) In the event that any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash payable to the Company shall be deemed to be the fair value of such consideration as reasonably determined by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. (C) The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this subsection 5.9 upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the federal and/or state income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. (D) In the event that any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as reasonably determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities, as the case may be. (E) In the event that any Common Stock, Options and/or Convertible Securities shall be issued in connection with the issue and sale of other securities...
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Determination of Consideration Received. For purposes of this Section 5, the amount of consideration received by the Company in connection with the issuance or sale of capital stock, Options or Convertible Securities shall be determined in accordance with the following: (a) In the event that shares of capital stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount payable to the Company therefor, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. (b) In the event that any shares of capital stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash payable to the Company shall be deemed to be the fair value of such consideration as reasonably determined by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In the event that any shares of capital stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the
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Determination of Consideration Received. For purposes of this Section 5, the amount of consideration received by the Company in connection with the issuance or sale of Common Stock, Options or Convertible Securities shall be determined in accordance with the following:
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Determination of Consideration Received. If any shares of TekInsight Class A Stock are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by TekInsight. In case any shares of TekInsight Class A Stock are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by TekInsight will be the fair market value of such consideration. If such consideration is in the form a security traded in a market identified in the definition of Fair Market Value below, then the fair market value of such security shall be its Fair Market Value. If such consideration is neither cash nor in the form a security defined in the immediately preceding sentence, then its fair market value shall be determined by agreement between TekInsight and DynCorp or, failing such agreement, by an independent appraiser appointed by agreement of TekInsight and DynCorp.
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Determination of Consideration Received. If any shares of Newco Parent Class A Stock are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by Newco Parent. In case any shares of Newco Parent Class A Stock are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by Newco Parent will be the fair market value of such consideration. If such consideration is in the form a security traded in a market identified in the definition of Fair Market Value below, then the fair market value of such security shall be its Fair Market Value. If such consideration is neither cash nor in the form a security defined in the immediately preceding sentence, then its fair market value shall be determined by agreement between Newco Parent and Company Parent or, failing such agreement, by an independent appraiser appointed by agreement of Newco Parent and Company Parent.
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Determination of Consideration Received. For purposes of this Section 5, the amount of consideration received by the Company in connection with the issuance or sale of Common Stock, Options or Convertible Securities shall be determined in accordance with the following: In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company.
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Determination of Consideration Received. In the case of the issuance of New Securities in whole or in part for cash, the consideration received by the Company shall be deemed to be the amount of cash paid therefor, plus the value of any property other than cash received by the Company as provided in the next sentence. In the case of the issuance of New Securities for consideration in whole or in part in property or consideration other than cash, the value of such property or 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 the Company.
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Related to Determination of Consideration Received

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Computation of Consideration To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

  • Allocation of Consideration (i) Subject to Section 2.2(d)(ii), the aggregate consideration payable to the Participating Holders and the selling Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Holder and the selling Holder as provided in Section 2.2(b), provided that if a Participating Holder wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Holders and the selling Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Holder(s) and selling Holder(s) is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Holder(s) and selling Holder(s) upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Payment of Consideration (a) Subject to and in accordance with the provisions of Section 2.9, Buyers shall, following receipt of the Final Order and the satisfaction or waiver of the other conditions precedent set forth in Article 8, pay and/or deliver or cause to be delivered the Aggregate Consideration to (or on behalf of) Sellers, as set forth herein. Buyers shall ensure that, on the Effective Date, (i) Adenyo has been provided with (A) the Adenyo Cash Consideration and (B) the Share Consideration to be paid pursuant to the Arrangement (if any), (ii) the Escrow Agent, on behalf of Sellers in accordance with the allocation determined pursuant to Section 2.22, shall have received by wire transfer of immediately available funds, the Escrow Amount, with such amount to be held in a segregated interest-bearing account (the “Escrow Account”), for the purposes of securing Sellers’ obligations to pay any post-closing adjustment amount pursuant to Section 2.19(c) pursuant to the terms set forth in this Agreement and in the Escrow Agreement, and (iii) Adenyo US has been paid the Adenyo US Cash Consideration. Buyers and Sellers hereby agree and acknowledge that payment of (x) the Additional Initial Consideration, if any, shall be deferred and made in accordance with the provisions of Sections 2.18 and 2.19 and (y) the Earn-out Amount shall be deferred and made in accordance with the provisions of Sections 2.13 and 2.14. (b) No fraction of a share of Common Stock shall be issued in connection with this Agreement, and any fractional share thereof shall be rounded to the nearest whole number. The Share Consideration shall be subject to certain restrictions set forth in the Lock-up Agreement dated as of the Effective Date by and between Parent and Adenyo, a form of which is attached hereto as Exhibit D (the “Lock-up Agreement”). Parent shall issue at the Effective Date separate certificates evidencing the shares subject to restriction under the Lock-up Agreement, which shall contain an applicable legend, and Parent’s transfer agent shall be provided with stop transfer instructions prohibiting the transfer of such shares until the respective dates upon which such shares are no longer subject to restriction under the Lock-up Agreement. Adenyo consents to such restrictions. Amalco shall not sell the Share Consideration in the public market; rather, as contemplated by the Plan of Arrangement, Amalco shall, in accordance with Applicable Law, distribute the Share Consideration to the Shareholders as soon as reasonably practicable and subject to Applicable Law. Parent shall assist Amalco in transferring, through Parent’s transfer agent, the Share Consideration (or any portion thereof) to the Shareholders within two Business Days following the receipt of written instructions from Amalco (subject, as applicable, to the Lock-up Agreement) specifying the names of the Persons to whom such shares are to be transferred and the number of shares of the Share Consideration to be transferred to each such Person (and, if such instructions are delivered two Business Days prior to the Effective Date, Parent will, to the extent practicable, use reasonable efforts to, through Parent’s transfer agent, assist Amalco in making such transfer effective on the Effective Date). Neither Parent nor any of its Affiliates shall be liable in any way with respect to the directions contained in any such written instructions. (c) The Escrow Amount shall be held in a segregated escrow account to be maintained separately as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party to this Agreement, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement, the Plan of Arrangement and the Escrow Agreement. The amounts held by the Escrow Agent in connection with this Agreement shall be delivered to it and held by it in Canadian accounts and, subject to the written approval and direction of Adenyo and Canadian Buyer, denominated in United States dollars and/or Canadian dollars (and, as applicable, with such funds to be converted from United States dollars to Canadian dollars at such conversion rates as Adenyo and Canadian Buyer may mutually approve in writing at any time after the date hereof).