Extract to table

These contractual consent requirements must be analyzed separately and comprehensively

The conversion price per share shall be the lower of clause (a) and clause (b) above

The power to issue notes and other obligations is a fundamental corporate power that may be exercised by the Board in the ordinary course of its management authority under DGCL § 141(a), which provides that the "business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors

Section 152 provides, in pertinent part: "The consideration, as determined pursuant to § 153(a) and (b) of this title, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such form and in such manner as the board of directors shall determine

In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive

Section 157(a) provides: "Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to acquire from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the board of directors