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The consideration to be paid by Eastern to Colonial would be limited to the Eastern stock transferred. No purchase price as such is provided in the agreement. After the consummation of the agreement, Colonial would turn over to its stockholders the shares of Eastern stock received in lieu of the outstanding Colonial stock.

In passing upon the question of whether the consideration proposed to be paid by Eastern for Colonial's assets would be adverse to the public interest, it must be borne in the mind that the Board is not called upon to fix the proper consideration to be paid for that assets involved. Instead, its duty is limited to passing upon whether the consideration to be paid is so far out of line with actual value as to adversely affect the buyer, the seller, or the public.

In measuring the consideration which it would pay for the Colonial assets, Eastern determined the number of shares of its stock it would have to issue to raise cash in the amount approximately equivalent to its estimated market value of Colonial's assets. To arrive at this answer Eastern determined the cost of underwriting on the basis of its past experience and consultations with several financial investment houses. It concluded that expenses incidental to the issue of 260,300 shares would amount to 15% of the 

Transcription Notes:
hyphenated words are to be made whole per Smithsonian