Common use of COMPUTATION OF MARKET PRICE Clause in Contracts

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(b) and 4(b) hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 consecutive Trading Days beginning 30 Trading Days before the day in question. The last reported sale price for each day shall be (i) the last reported sale price of the security on the Nasdaq Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i) above, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading Days", as used herein, means (i) if the security is quoted on the Nasdaq Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(bParagraph 4(b) and 4(bor (d) hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 consecutive Trading Days beginning (as defined below) commencing 30 Trading Days before the day in question. The last reported sale price for each day shall be (i) the last reported sale price of the security on the Nasdaq Stock Market's National MarketMarket of the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i) above, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading DaysTRADING DAYS", as used herein, means (i) if the security is quoted on the Nasdaq Stock Market's National MarketMarket of the National Association of Security Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(aPARAGRAPHS 4(B), 2(b4(D) and 4(b) OR 5 hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 twenty (20) consecutive Trading Days beginning 30 (as defined below) commencing thirty (30) Trading Days before the day in question. The last reported sale price for each day shall be (i) the last reported sale price of the security on the Nasdaq Stock Market's National MarketMarket of the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause CLAUSE (iI) above, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 ten (10) of such 20 twenty (20) consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause CLAUSE (iiII) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause CLAUSE (iiiIII) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading Days", as used herein, means (i) if the security is quoted on the Nasdaq Stock Market's National MarketMarket of the National Association of Security Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(bPARAGRAPH 4(B) and 4(bor (D) hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 consecutive Trading Days beginning (as defined below) commencing 30 Trading Days before the day in question. The last reported sale price for each day shall be (i) the last reported sale price of the security on the Nasdaq Stock Market's National MarketMarket of the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause CLAUSE (iI) above, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause CLAUSE (iiII) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause CLAUSE (iiiIII) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading DaysTRADING DAYS", as used herein, means (i) if the security is quoted on the Nasdaq Stock Market's National MarketMarket of the National Association of Security Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(aparagraphs (a), 2(b(b) and 4(b(c) hereofof this Section, the current market price per share of the security in question on Common Stock at any day date shall be deemed to be the average of the last reported sale prices daily Market Price (as defined below) per share for the security for the 20 30 consecutive Trading Days beginning 30 (as defined below) commencing 45 Trading Days before the day date in question. The last reported "Market Price" is defined as the closing sale price for each day shall be (i) the last reported or, if no closing sale price is reported, the closing bid price) for the Common Stock in the over-the-counter market, as reported by the National Association of the security on the Nasdaq Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices then in common useSecurities Dealers Automated Quotation System ("NASDAQ") or, if so quoted, or (ii) if the Common Stock is not quoted as described in clause (i) aboveon NASDAQ, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Days, or (iii) if Bureau Incorporated. In the security event that the Common Stock is hereafter listed or admitted for trading on any one or more United States national or regional securities exchangeexchanges, the last sale price, or Market Price shall be the closing bid price if no sale occurred, of such class of security on the exchange or system designated by the Board of Directors of the Company as the principal securities exchange United States market in which the Common Stock is traded. If Market Price cannot be established as described above, Market Price shall be determined in accordance with the procedure set forth in Section 7(e) of the Management Services Agreement for the determination of the "Fair Market Value" of the Common Stock thereunder. "Trading Day" shall mean a Monday, Tuesday, Wednesday, Thursday or Friday on which such class banking institutions in the State of security California, are not authorized or obligated by law or executive order to close or, if the Common Stock is listed or admitted to trading. If the security is quoted trading on a national securities or central market systemexchange, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading Days", as used herein, means (i) if the security is quoted on the Nasdaq Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made the principal national securities exchange on such system or (ii) if which the security Common Stock is listed or admitted for to trading on any national securities exchange, days on which such national securities exchange is open for the transaction of business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(b) and 4(b) hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 consecutive Trading Days beginning 30 Trading Days before the day in question. The last reported sale price for each day shall be (i) the last reported sale price of the security on the Nasdaq Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i) above, the mean between the high bid and low asked quotations for the such security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading Days", as used herein, herein means (i) if the security is quoted on the Nasdaq Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(bParagraph 4(b) and 4(bor (d) hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 consecutive Trading Days beginning (as defined below) commencing 30 Trading Days before the day in question. The last reported sale price for each day shall be (i) the last reported sale price of the security on the Nasdaq Stock Market's National MarketMarket of the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i) above, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading Days", as used herein, means (i) if the security is quoted on the Nasdaq Stock Market's National MarketMarket of the National Association of Security Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(b) and 4(b) hereofthis Agreement, the current market price per share of the security in question on Common Stock at any day date shall be deemed to be the average of the last reported sale prices daily Market Price (as defined below) per share for the security for the 20 30 consecutive Trading Days beginning 30 (as defined below) commencing 45 Trading Days before the day date in question. The last reported "Market Price" is defined as the closing sale price for each day shall be (i) the last reported or, if no closing sale price is reported, the closing bid price) for the Common Stock in the over-the-counter market, as reported by the National Association of the security on the Nasdaq Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices then in common useSecurities Dealers Automated Quotation System ("NASDAQ") or, if so quoted, or (ii) if the Common Stock is not quoted as described in clause (i) aboveon NASDAQ, the mean between the high bid and low asked quotations for the security as reported by the National Quotation BureauBureau Incorporated, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Daysor, or (iii) if the security Common Stock is not so reported, as furnished by any two members of the National Association of Securities Dealers, Inc., selected from time to time by the Company for that purpose. In the event that the Common Stock is hereafter listed or admitted for trading on any one or more United States national or regional securities exchangeexchanges, the last sale price, or Market Price shall be the closing bid price if no sale occurred, of such class of security on the exchange or system designated by the Board of Directors of the Company as the principal securities exchange on United States market in which such class of security the Common Stock is listed or admitted to tradingtraded. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system Market Price cannot be established as described above, the last reported sale price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period Market Price shall be the fair market value of such security the Common Stock as determined by a member firm of the New York Stock Exchange, Inc. selected in good faith by the CompanyBoard of Directors. The term "Trading Days"Day" shall mean a Monday, as used hereinTuesday, means (i) Wednesday, Thursday or Friday on which banking institutions in the City of Los Angeles and the State of California or New York, New York, are not authorized or obligated by law or executive order to close or, if the security is quoted on the Nasdaq Common Stock Market's National Market, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for to trading on any a national securities exchange, days a day on which such the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(b) and 4(bParagraph 5(b) hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 consecutive Trading Days beginning 30 (as defined below) commencing 20 Trading Days before the day in question. The last reported sale price for each day shall be (iI) the last reported sale price of the security on the Nasdaq Stock Market's National Market, the Nasdaq Small Cap Issuer Market or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (iI) above, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 of such 20 consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined determined, at the sole expense of the Company, by a member firm of the New York Stock Exchange, Inc. Exchange mutually selected by the Company and the holder of this Warrant. If the fair market value is determined pursuant to the immediately preceding sentence, such value shall continue to be used by the Company and the holder for all purposes of this Paragraph 5(d) for the immediately succeeding 90-day period; provided, however, the use of such value during such 90-day period shall immediately cease if either (I) the market price of such security can be determined in the manner contemplated by the first three sentences of this Paragraph 5(d) or (ii) the Company is unable to provide the holder with an officer's certificate to the effect that there has been no change within the elapsed portion of such 90-day period in the condition of the Company, financial or otherwise, that would materially affect the market value of the applicable security. The term "Trading Days", as used herein, means (iI) if the security is quoted on the Nasdaq Stock Market's National Market, Market or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system system, or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.

COMPUTATION OF MARKET PRICE. For the purpose of any computation under Paragraphs 2(a), 2(bPARAGRAPH 5(B) and 4(bor (D) hereof, the market price of the security in question on any day shall be deemed to be the average of the last reported sale prices for the security for the 20 twenty (20) consecutive Trading Days beginning 30 (as defined below) commencing thirty (30) Trading Days before the day in question. The last reported sale price for each day shall be (i) the last reported sale price of the security on the Nasdaq Stock Market's National MarketMarket of the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause CLAUSE (iI) above, the mean between the high bid and low asked quotations for the security as reported by the National Quotation Bureau, Inc. if at least two securities dealers have inserted both bid and asked quotations for such security on at least 10 ten (10) of such 20 twenty (20) consecutive Trading Days, or (iii) if the security is listed or admitted for trading on any national securities exchange, the last sale price, or the closing bid price if no sale occurred, of such class of security on the principal securities exchange on which such class of security is listed or admitted to trading. If the security is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause CLAUSE (iiII) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause CLAUSE (iiiIII) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the security on any day or the average of such last reported sale prices for any period shall be the fair market value of such security as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. The term "Trading Days", as used herein, means (i) if the security is quoted on the Nasdaq Stock Market's National MarketMarket of the National Association of Security Dealers, Inc. Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system or (ii) if the security is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business.