definiens: ) shall be defined as : ( A ) to the extent it consists ofcash, the gross amount of cash received by the Company before deduction of any underwriting orsimilar commissions, compensation or concessions paid or allowed by the Company inconnection with such issue or sale and without deduction of any expenses payable by theCompany, ( B ) to the extent it consists of property other than cash, the fair market value of thatproperty as determined in good faith by the Board, and ( C ) if Additional Shares of CommonStock, Convertible Securities ( as defined below ) or rights or options to purchase either AdditionalShares of Common Stock or Convertible Securities are issued or sold together with other stock orsecurities or other assets of the Company for a consideration that covers both, the portion of theconsideration so received that may be reasonably determined in good faith by the Board to beallocable to such Additional Shares of Common Stock, Convertible Securities or rights oroptions