Common use of Current Market Value Clause in Contracts

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUE" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IVAgreement, the "CURRENT MARKET VALUE" per Common Share or of any other security (herein collectively referred to current market value shall be determined as a "security") at any date herein specified shall befollows: (ia) if the security is Exercise Shares are traded in the over-the-counter market and not registered under on any national securities exchange and not in the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange ActNASDAQ Reporting System, the average of the daily market last bid and asked prices of per share, as reported by the security National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for the 20 consecutive trading days immediately preceding such last Trading Day (as defined below) prior to the date on which this Warrant is exercised, or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such datenot so reported, then the average of the daily market closing bid and asked prices for all an Exercise Share as furnished to the Company by any member of the trading days before such date National Association of Securities Dealers, Inc., selected by the Company for which daily market prices that purpose; (b) if the Exercise Shares are available. The market price for each such trading day shall be: (A) listed or traded on a national securities exchange or in the case of a security listed or admitted to trading on any national securities exchangeNASDAQ Reporting System, the closing sales priceprice on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, regular wayas the case may be, on the last Trading Day prior to the date of the exercise of this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such day, or if no reported sale takes place on such day, the average of the reported closing bid and asked prices on such day prices, in either case on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not Exercise Shares are then listed or admitted to trading on any national securities exchange, in the last reported sale price on such day, or NASDAQ Reporting System; or (c) if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the average Board of Directors of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes purpose of any computation of Current Market Value under this Article IV4 and Section 3.5, the "CURRENT MARKET VALUECurrent Market Value" per share of Common Share or of any other security (herein collectively referred to as a "security") Stock at any date herein specified shall be: (i) if be the security is not registered under the Exchange Act, the value average of the security closing prices (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2second succeeding sentence) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for during the 20 consecutive trading days immediately preceding such ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (as defined below). The term "Time of Determination" as used herein shall be the time and date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all earlier to occur of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) the date as of which the Current Market Value is to be computed and (B) the last full trading day on such exchange or market before the commencement of "ex-dividend" trading in the Common Stock relating to the event giving rise to the adjustment required by this Article 4. The closing price for any day shall be the last reported sale price regular way or, in case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on no such day, or if no reported sale takes place on such day, the average of the closing bid and asked prices on regular way for such day day, in each case (1) on the principal national securities exchange on which such security is the shares of Common Stock are listed or admitted, as determined by to which such shares are admitted to trading or (2) if the Board, in good faith, (B) in the case of a security Common Stock is not then listed or admitted to trading on any a national securities exchange, in the last over-the-counter market as reported sale price on such dayby the Nasdaq National Market or any comparable system. In the absence of all of the foregoing, or if no sale takes place on such day, for any other reason the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security Current Market Value per share cannot then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior determined pursuant to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in questionforegoing provisions of this Section 4.7, the Current Market Value of the security per share shall be determined as by the Board of Directors of the Company in good faith; provided, however, that if a majority in interest of the security were not registered under Holders of the Exchange ActWarrants shall deliver a written notice to the Company to the effect that they dispute the fairness of such determination (an "Objection Notice"), then the Company shall meet with such Holders who shall have delivered such Objection Notice to discuss the value set by the Board of Directors of the Company. If within twenty Business Days after such meeting, a majority in interest of the holders of the Warrants shall deliver to the Company a further Objection Notice (the "Further Objection Notice"), the Current Market Value per share shall be determined by an independent investment banking firm selected by mutual agreement of one investment banker selected by the Company and one investment banker selected by a plurality of the Holders that submitted such Further Objection Notice. If the Current Market Value determined by the Board is less than the Current Market Value determined by the independent investment banking firm, the Company shall pay the fees and expenses of any investment bank involved in the determination of the Current Market Value. Otherwise, the Holders who delivered the Further Objection Notice shall pay all the fees and expenses of any investment bank involved in the determination of the Current Market Value.

Current Market Value. For the purposes of any computation under Sections 3.5 and 3.7 hereof or this Article IV4, the "CURRENT MARKET VALUE" Current Market Value per share of Common Share or of any other security Stock (herein collectively referred to as a "security"the “Current Market Value”) at any date herein specified shall be: be (ia) if the security is not registered under the Exchange Actfor purposes of Sections 3.5 and 3.7 hereof, the value closing price of the security Common Stock on the Trading Day immediately preceding the date of exercise of the applicable Warrant pursuant to Section 3 and (1b) most recently determined as for purposes of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Actthis Article 4, the arithmetic average of the daily market closing prices of the security such Common Stock for the 20 shorter of (i) the twenty (20) consecutive trading days immediately preceding such Trading Days ending on the last full Trading Day prior to the Time of Determination (as defined below) and (ii) the consecutive Trading Days commencing on the date or, if next succeeding the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average first public announcement of the daily market prices for all event giving rise to the adjustment required by this Article 4 and ending on the Trading Day immediately prior to the Time of the trading days before such date for which daily market prices are availableDetermination. The market price for each such trading day term “Time of Determination” as used herein shall be: be the earlier to occur of (A) the date as of which the Current Market Value is to be computed and (B) if applicable, the date of commencement of “ex-dividend” trading in the case Common Stock relating to the event giving rise to the adjustment required by this Article 4. The “closing price” of a security listed or admitted to trading on the Common Stock for any national securities exchange, Trading Day shall be the closing sales last reported sale price, regular way, of the Common Stock on such dayTrading Day or, or if in case no such reported sale takes place on such dayTrading Day, the arithmetic average of the closing bid and closing asked prices on of the Common Stock for such day Trading Day, in each case on the principal national securities exchange Trading Market on which such security the Common Stock is then listed or admittedincluded. Notwithstanding the foregoing, in the event that the Common Stock is not then listed or included on a Trading Market or if, for any other reason, the Current Market Value per share cannot be determined pursuant to the foregoing provisions of this Section 4.4, the Current Market Value per share of Common Stock shall be the Fair Market Value thereof and shall be determined in good faith by the Board, with the unanimous approval of the independent directors of the Board, not later than five (5) Business Days following the Time of Determination. The Company shall, promptly after such determination by the Board, deliver to each Holder written notice of the Current Market Value per share of Common Stock, as so determined by the Board, in good faith, (B) in the case of together with a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average resolution of the closing bid and asked prices on Board evidencing such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Actdetermination.

Current Market Value. For the purposes purpose of any computation of Current Market Value under this Article IVSection 3.6 and Section 4.2, the "CURRENT MARKET VALUECurrent Market Value" per share of Common Share or of any other security (herein collectively referred to as a "security") Stock at any date herein specified shall be: be (ia) if the security is not registered under the Exchange Actfor purposes of Section 3.6, the value closing price on the Business Day immediately prior to the date of the security exercise of the applicable Warrant pursuant to Article 3 and (1b) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Actall other cases, the average of the daily market closing prices for the shorter of the security for (i) the 20 consecutive trading days immediately preceding such ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (as defined below) and (ii) the period commencing on the date or, if next succeeding the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average first public announcement of the daily market prices for all issuance, sale, distribution or granting in question through such last full trading day prior to the Time of Determination. The term "Time of Determination" as used herein shall be the time and date of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: earlier to occur of (A) the date as of which the Current Market Value is to be computed or (B) the last full trading day on such exchange or market before the commencement of "ex-dividend" trading in the Common Stock relating to the event giving rise to the adjustment required by Section 4.2. The closing price for any day shall be the last reported sale price regular way or, in case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on no such day, or if no reported sale takes place on such day, the average of the closing bid and asked prices on regular way for such day day, in each case (1) on the principal national securities exchange on which such security is the shares of Common Stock are listed or admitted, as determined by to which such shares are admitted to trading or (2) if the Board, in good faith, (B) in the case of a security Common Stock is not then listed or admitted to trading on any a national securities exchange, in the last over-the-counter market as reported sale price by the Nasdaq National Market or any comparable system or (3) if the Common Stock is not listed on such daythe Nasdaq National Market or a comparable system, as furnished by two members of the NASD selected from time to time in good faith by the Board for that purpose. In the absence of all of the foregoing, or if no sale takes place on such day, for any other reason the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security Current Market Value per share cannot then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior determined pursuant to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in questionforegoing provisions of this Section 4.7, the Current Market Value of the security per share shall be the fair value thereof determined as if in good faith by the security were not registered under Board, whose determination shall be supported by an opinion from an investment banking firm of reorganized national standing and evidenced by a Board resolution filed with the Exchange ActWarrant Agent.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of 25 21 general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUE" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k); (PROVIDED that no Financial Expert shall be deemed not to be an Independent Financial Expert solely by reason of having made one or more such valuations), or (ii) if the security is registered under the Exchange Act, the average of the daily market closing sales prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market closing sales prices for all of the trading days before such date for which daily market closing sales prices are available. The market closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, Board in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.the

Current Market Value. For the purposes purpose of any computation of Current Market Value under this Article IVSection 5 and Section 3.6, the "CURRENT MARKET VALUE" “Current Market Value” per share of Common Share or of any other security (herein collectively referred to as a "security") Stock at any date herein specified shall be: be (ia) if the security is not registered under the Exchange Actfor purposes of Section 3.6, the value closing price on the Business Day immediately prior to the date of the security exercise of the applicable Warrant pursuant to Section 3 and (1b) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Actall other cases, the weighted average of the daily market closing prices of the security for the 20 five (5) consecutive trading days immediately preceding such date orending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (as defined below); provided, if the security has been registered under the Exchange Act however, that for less than 20 consecutive trading days before such date, then the average purposes of the daily market prices for all issuance of any Management Options, Current Market Value shall mean Fair Market Value as defined in the Management Incentive Plan. The term “Time of Determination” as used herein shall be the time and date of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: earlier to occur of (A) the date as of which the Current Market Value is to be computed, (B) the date of the first public announcement of the issuance, sale, distribution or granting in question and (C) the last full trading day on such exchange or market before the commencement of “ex-dividend” trading in the case of a security listed or admitted Common Stock relating to trading on the event giving rise to the adjustment required by this Section 5.8. The closing price for any national securities exchange, day shall be the closing sales price, last reported sale price regular way, on or in case no such day, or if no reported sale takes place on such day, the average of the closing bid and asked prices on regular way for such day day, in each case (1) on the principal national securities exchange on which such security is the shares of Common Stock are listed or admitted, as determined by to which such shares are admitted to trading or (2) if the Board, in good faith, (B) in the case of a security Common Stock is not then listed or admitted to trading on any a national securities exchange, in the last over-the-counter market as reported sale price on such dayby the Nasdaq National Market or Nasdaq Small Cap Market or any comparable system. In the absence of all of the foregoing, or if no sale takes place on such day, for any other reason the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security Current Market Value per share cannot then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior determined pursuant to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in questionforegoing provisions of this Section 5.8, the Current Market Value per share shall be the fair market value thereof determined in good faith by the Board, provided that any determination of fair market value of such shares or other assets under this Agreement shall be subject to the reasonable approval of the security Majority in Interest, and provided, further that any dispute with regard to any such determination of fair market value shall be determined as if resolved by an Independent Valuation Firm. The Company shall pay the security were not registered under fees and expenses of any Independent Valuation Firm involved in the Exchange Actdetermination of fair market value.

Current Market Value. For the purposes of any computation under this Article IVhereunder, the "CURRENT MARKET VALUE" Current Market Value per share of Common Share Stock or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1A) determined in good faith by the Board of Directors of Holdings and certified in a board resolution based upon the most recently completed arm's-length transaction with respect to such security between Holdings and a Person other than an Affiliate of Holdings and the closing of which occurs on such date or shall have occurred within the six months preceding such date, or (B) if no such transaction shall have occurred within such six-month period, most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k)Holdings, or (2C) if no such determination shall have been made within such six-month period or if the Company Holdings so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k)Holdings, or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the BoardBoard of Directors of Holdings, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the CompanyHoldings, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the CompanyHoldings, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes purpose of any computation of Current Market Value under this Article IVSection 3.6 and Section 4.2, the "CURRENT MARKET VALUE" “Current Market Value” per share of Common Share or of any other security (herein collectively referred to as a "security") Stock at any date herein specified shall be: be (ia) if the security is not registered under the Exchange Actfor purposes of Section 3.6, the value closing price on the Business Day immediately prior to the date of the security exercise of the applicable Warrant pursuant to Article 3 and (1b) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Actall other cases, the average of the daily market closing prices for the shorter of the security for (i) the 20 consecutive trading days immediately preceding such ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to the Time of Determination (as defined below) and (ii) the period commencing on the date or, if next succeeding the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average first public announcement of the daily market prices for all issuance, sale, distribution or granting in question through such last full trading day prior to the Time of Determination. The term “Time of Determination” as used herein shall be the time and date of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: earlier to occur of (A) the date as of which the Current Market Value is to be computed or (B) the last full trading day on such exchange or market before the commencement of “ex-dividend” trading in the Common Stock relating to the event giving rise to the adjustment required by Section 4.2. The closing price for any day shall be the last reported sale price regular way or, in case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on no such day, or if no reported sale takes place on such day, the average of the closing bid and asked prices on regular way for such day day, in each case (1) on the principal national securities exchange on which such security is the shares of Common Stock are listed or admitted, as determined by to which such shares are admitted to trading or (2) if the Board, in good faith, (B) in the case of a security Common Stock is not then listed or admitted to trading on any a national securities exchange, in the last over-the-counter market as reported sale price by the Nasdaq National Market or any comparable system or (3) if the Common Stock is not listed on such daythe Nasdaq National Market or a comparable system, as furnished by two members of the NASD selected from time to time in good faith by the Board for that purpose. In the absence of all of the foregoing, or if no sale takes place on such day, for any other reason the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security Current Market Value per share cannot then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior determined pursuant to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in questionforegoing provisions of this Section 4.6, the Current Market Value of the security per share shall be the fair value thereof determined as if in good faith by the security were not registered under Board, whose determination shall be evidenced by a Board resolution filed with the Exchange ActWarrant Agent.

Current Market Value. For the purposes of any computation under this Article IV-------------------- Section 7, the "CURRENT MARKET VALUE" Current Market Value per share of Common Share Stock or of any other equity security (herein collectively referred to as a "security") at any the date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1A) determined in good faith in the most recently determined as completed arm's-length transaction between the Company and an unaffiliated third party in which such determination is necessary and the closing of a date which shall have occurred within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2B) if no such determination transaction shall have been made occurred within such six-month period or if the Company so choosesperiod, determined as of such a date by an Independent Financial Expert Expert, which shall be selected by the Board of Directors of the Company, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in accordance with its best professional judgment, determines to be most appropriate, giving effect to any discount attributable to any lack of liquidity of the criteria for such valuation set out Common Stock or to the fact that the Company may have no class of equity securities registered under the Exchange Act; provided, however, that in -------- ------- determining the value of the Common Stock under Section 4.1(k)7.4, if the foregoing subparagraph (A) shall not be applicable, the Current Market Value per share of Common Stock shall be determined in good faith by the Board of Directors of the Corporation, or (ii) if the security is registered under the Exchange Act, deemed to be the average of the daily market prices of the security for the 20 10 consecutive trading days immediately preceding such date the day as of which "Current Market Value" is being determined or, if the security has been registered under the Exchange Act for less than 20 10 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faithday, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York York, customarily published on each Business Daybusiness day, designated by the Company, or, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 10 days prior to the date in question) for which prices have been so reported reported, and (D) if there are no bid and asked prices reported during the 30 10 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under -------------------- this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any -------------------- other security (herein collectively referred to as a "security") at any -------- date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) determined in good faith by the Board and certified in a Board resolution, which shall not be lower than the most recently completed arms-length transaction between the Company and a Person other than an Affiliate of the Company or the most recently determined fair market value of the security as of a date within the six months preceding such date determined by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (24.1(c)(iii) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act. (iii) If required pursuant to Section 4.1(c)(i), the Current Market Value shall be deemed to be equal to the value set forth in the Value Report (as defined below) as determined by an Independent Financial Expert, which shall be selected by the Board in its sole discretion, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its professional judgment, determines to be most appropriate. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert, a value report (the "Value Report") stating the value of the Common Shares and other ------------ securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the examination, investigation and methodologies upon which the determination of value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for inspection by the Holders. The determination as to Current Market Value in accordance with the provisions of this Section 4.1(c)(iii) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the Company in order to allow management to comment on the proposed value prior to delivery to the Company of any Value Report.

Current Market Value. For the purposes purpose of any computation of Current Market Value under this Article IV4 and Section 3.6, the "CURRENT MARKET VALUECurrent Market Value" per share of Common Share or of any other security (herein collectively referred to as a "security") Stock at any date herein specified shall be: be (ia) if the security is not registered under the Exchange Actfor purposes of Section 3.6, the value closing price on the Business Day immediately prior to the date of the security exercise of the applicable Credit Warrant pursuant to Article 3 and (1b) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Actall other cases, the average of the daily market closing prices of the security for the 20 consecutive trading days immediately preceding ending on the last full trading day on the exchange or market specified in the second succeeding sentence prior to such date date. The closing price for any day shall be the last reported sale price regular way or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before in case no such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no reported sale takes place on such day, the average of the closing bid and asked prices on regular way for such day day, in each case (1) on the principal national securities exchange on which such security is the shares of Common Stock are listed or admitted, as determined by to which such shares are admitted to trading or (2) if the Board, in good faith, (B) in the case of a security Common Stock is not then listed or admitted to trading on any a national securities exchange, in the last over-the-counter market as reported sale price by the Nasdaq National Market or any comparable system or (3) if the Common Stock is not listed on such daythe Nasdaq National Market or a comparable system, as furnished by two members of the NASD selected from time to time in good faith by the Board for that purpose. In the absence of all of the foregoing, or if no sale takes place on such day, for any other reason the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security Current Market Value per share cannot then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior determined pursuant to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in questionforegoing provisions of this Section 4.8, the Current Market Value per share shall be the (x) the fair market value thereof determined in good faith in the most recently completed arm's-length transaction between the Company and a person other than an Affiliate of the security Company and the closing of which occurs on such date or shall be have occurred within the three months preceding such date or (y) if no transaction shall have occurred on such date or within 15 17 such three-month period, the fair market value thereof as determined as if by an investment bank of nationally recognized standing selected by the security were not registered under Company and acceptable to the Exchange ActRequired Holders. The Company shall pay the fees and expenses of any investment bank involved in the determination of Current Market Value.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under Sections 3.5 and 3.7 hereof or this Article IV4, the "CURRENT MARKET VALUE" Current Market Value per share of Common Share or of any other security Stock (herein collectively referred to as a "security"the “Current Market Value”) at any date herein specified shall be: be (ia) if the security is not registered under the Exchange Actfor purposes of Sections 3.5 and 3.7 hereof, the value closing price of the security Common Stock on the Trading Day immediately preceding the date of exercise of the applicable Warrant pursuant to Section 3 and (1b) most recently determined as for purposes of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Actthis Article 4, the arithmetic average of the daily market closing prices of the security such Common Stock for the 20 shorter of (i) the twenty (20) consecutive trading days immediately preceding such Trading Days ending on the last full Trading Day prior to the Time of Determination (as defined below) and (ii) the consecutive Trading Days commencing on the date or, if next succeeding the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average first public announcement of the daily market prices for all event giving rise to the adjustment required by this Article 4 and ending on the Trading Day immediately prior to the Time of the trading days before such date for which daily market prices are availableDetermination. The market price for each such trading day term “Time of Determination” as used herein shall be: be the earlier to occur of (A) the date as of which the Current Market Value is to be computed and (B) if applicable, the date of commencement of “ex-dividend” trading in the case Common Stock relating to the event giving rise to the adjustment required by this Article 4. The “closing price” of a security listed or admitted to trading on the Common Stock for any national securities exchange, Trading Day shall be the closing sales last reported sale price, regular way, of the Common Stock on such dayTrading Day or, or if in case no such reported sale takes place on such dayTrading Day, the arithmetic average of the closing bid and closing asked prices on of the Common Stock for such day Trading Day, in each case on the principal national securities exchange Trading Market on which such security the Common Stock is then listed or admittedincluded. Notwithstanding the foregoing, in the event that the Common Stock is not then listed or included on a Trading Market or if, for any other reason, the Current Market Value per share cannot be determined pursuant to the foregoing provisions of this Section 4.4, the Current Market Value per share of Common Stock shall be the Fair Market Value thereof and shall be determined in good faith by the Board, with the unanimous approval of the independent directors of the Board, not later than five (5) Trading Days following the Time of Determination. The Company shall, promptly after such determination by the Board, deliver to each Holder written notice of the Current Market Value per share of Common Stock, as so determined by the Board, in good faith, (B) in the case of together with a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average resolution of the closing bid and asked prices on Board evidencing such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Actdetermination.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUE" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes purpose of any computation under this Article IVcalculating the price for the exercise of the repurchase rights described in Section 4.1, the "CURRENT MARKET VALUECurrent Market Value" per Common of a Share or is deemed to be equal to the highest of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if a pro rata share of the security is not registered under Company's book value, (ii) a pro rata share of the Exchange Act, the appraised value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k)Company, or (2iii) if no such determination there shall have been made within such six-month period then be a public market for the Warrant Shares, the current market price of the Warrant Shares, in each case determined without discount for any illiquidity, minority interest, call option or if otherwise. Current Market Value of Shares (and the Warrant Shares) will be determined on a fully diluted basis assuming the exercise of all outstanding options and warrants which at the time of valuation are exercisable. The appraised value of the Company so chooses, will be determined as of such a date by an Independent Financial Expert selected investment banking firm or appraiser mutually acceptable to the Holder and Company. The cost of the investment banking firms and/or appraisers shall be shared equally by the Board Holder and the Company. The appraised value of the Company shall be determined on the basis of the sale of the Company as a going business in accordance with an arms length transaction between a willing buyer and a willing seller, neither of which is acting under compulsion. If there shall then be a public market for the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange ActShares, the average Current Market Value shall be an amount equal to the product of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then (i) the average of the daily market prices for each of the five (5) consecutive Business Days immediately preceding such date multiplied by (ii) all of the trading days before issued and outstanding Shares at such date for which daily market prices are availabletime. The daily market price for each such trading Business Day shall be (i) the last sale price on such day shall be: (A) in on the case of a security principal exchange on which such Shares are then listed or admitted to trading on any national securities exchangetrading, the closing sales price, regular way, on such day, or (ii) if no sale takes place on such dayday on any such exchange, the average of the last reported closing bid and asked prices on such day as officially quoted on any exchange, or (iii) if the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security Shares are not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the last reported closing bid and asked prices on such dayday in the over-the-counter market, (A) as furnished by the National Association of Securities Dealers Automatic Quotation System or the National Quotation Bureau, Inc., or (B) if neither such corporation at the time is engaged in the business of reporting such prices, as reported furnished by a reputable quotation source designated by the Companyany similar firm then engaged in such business, or (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which if there is no such reported sale price or bid and asked prices are availablefirm, the average as furnished by any member of the reported high bid NASD selected mutually by Holder and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IVSection 4, the "CURRENT MARKET VALUE" Current Market Value per share of Common Share Stock or of any other security (herein collectively referred to as a "security") at any the date herein specified shall be: be (i1) if the security is Company does not have a class of equity securities registered under the Exchange Act, the value of the security (1a) determined in good faith in the most recently completed arm's-length transaction between the Company and an unaffiliated third party in which such determination is necessary and the closing of which occurs on such date or shall have occurred within the six months preceding such date, (b) if no such transaction shall have occurred on such date or within such six-month period, as most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out below (in Section 4.1(k)the event of more than one such determination, the determination for the later date shall be used) or (2c) if no such determination shall have been made within such six-month period or if the Company so choosesperiod, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k)below, or (ii2) if the security is Company does have a class of equity securities registered under the Exchange Act, deemed to be the average of the daily market prices of the such security for the 20 consecutive trading business days immediately preceding during the period commencing 30 business days before such date or, if the security Company has been had a class of equity securities registered under the Exchange Act for less than 20 30 consecutive trading business days before such date, then the average of the daily market prices price for all of the trading business days before such date for which daily market prices are available. The market price for each such trading business day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faithday, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York York, customarily published on each Business Daybusiness day, designated by the Company, or, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported reported, and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were Company did not have a class of equity securities registered under the Exchange Act. Where so required herein, the value of the Common Stock shall be determined by an "Independent Financial Expert," to be selected by the Board of Directors of the Company and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to the discount for any lack of liquidity of the Common Stock or to the fact that the Company may not have any class of equity securities registered under the Exchange Act. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, a value report (the "Value Report") stating the methods of valuation considered or used and the value of said Common Stock as of the date of the Value Report, and containing a statement as to the nature and scope of the examination or investigation upon which the determination of value was made. The Independent Financial Expert shall consult with management of the Company in order to allow such management to comment upon such Independent Financial Expert's valuation. The Indepen dent Financial Expert may revise its Value Report based on such consultation, provided that the final Value Report shall reflect both the initial valuation and the determination to revise it. Any such Value Report or revision thereof shall be deemed final unless revised within five days after delivery to the Company, with a copy to the Warrant Agent. The Independent Financial Expert shall not be liable to the Company or the Holders for the contents of the Value Report if the Independent Financial Expert shall have prepared such Value Report in good faith. The Warrant Agent shall have no other duty with respect to the Value Report except to keep it on file and available for inspection by the Holders.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUE" Current Market Value per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Newco in accordance with the criteria for such valuation set out in Section 4.1(k4.1(l), or (2) if no such determination shall have been made within such six-month period or if the Company Newco so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Newco in accordance with the criteria for such valuation set out in Section 4.1(k4.1(l), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the BoardBoard of Directors of Newco, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the CompanyNewco, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the CompanyNewco, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IV4, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, Board in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IVSection 8, the "CURRENT MARKET VALUE" Current Market Value per share of Common Share Stock or of any other equity security (herein collectively referred to as a "security") at any the date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1A) determined in good faith in the most recently determined as completed arm’s-length transaction between the Company and an unaffiliated third party in which such determination is necessary and the closing of a date which shall have occurred within the six months preceding such date, (B) if no such transaction shall have occurred within such six-month period, determined as of such date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in subclause (iii) below; provided, however, that in determining the value of the Common Stock under Section 4.1(k)8.4, or (2) if no such determination shall have been made within such six-month period or if the Company so choosesforegoing subparagraphs (A) and (B) shall not be applicable, the Current Market Value per share of Common Stock shall be determined as of such a date by an Independent Financial Expert selected in good faith by the Board in accordance with of Directors of the criteria for such valuation set out in Section 4.1(k)Corporation, or (ii) if the security is registered under the Exchange Act, deemed to be the average of the daily market prices of the security for the 20 10 consecutive trading days immediately preceding such date the day as of which “Current Market Value” is being determined or, if the security has been registered under the Exchange Act for less than 20 10 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faithday, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York York, customarily published on each Business Daybusiness day, designated by the Company, or, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 10 days prior to the date in question) question for which prices have been so reported reported, and (D) if there are no bid and asked prices reported during the 30 10 days prior to the date in question, the Current Market Value of the security shall be determined as if the security security, were not registered under the Exchange Act. (iii) (A) In the case of a valuation pursuant to subclause (i)(B) above, the Current Market Value for each Warrant shall be equal to the product of (x) the value on the Valuation Date of one share of Common Stock multiplied by (y) the number of shares of Underlying Common Stock that would be obtained if one Warrant were exercised on the Valuation Date, less the Exercise Price then in effect

Current Market Value. For the purposes of any computation under -------------------- this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other -------------------- security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchangeexchange or a national market system, including without limitation the Nasdaq National Market, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 calendar days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 calendar days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IVAgreement, the "CURRENT MARKET VALUE" Current Market Value per share of Common Share Stock or of any other security (such share of Common Stock or other security herein collectively referred to as a "security") at any date herein specified shall beequal: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board in accordance with Majority Holders, subject to the criteria approval of the Company, such approval not to be unreasonably withheld, for the purpose of making such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board in accordance with the criteria for such valuation set out in Section 4.1(k), determination; or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before preceding such date for which daily market prices are available. The daily market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchangeNational Securities Exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day day, on the principal national securities exchange National Securities Exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchangeNational Securities Exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange National Securities Exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, source or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, reported on the most recent day (not more than 30 10 days prior to the date in question) for which prices have been so reported and or (D) if there the prices specified in clause (A), (B) or (C) are no bid and asked prices reported during the 30 days prior to the date in questionnot available, the Current Market Value of the a security shall be determined as if the such security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Class A Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under -------------------- this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other -------------------- security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months (one year with respect to issuances to employees, directors or consultants under plans approved by the Board) preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month (or one-year) period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available; provided, however, that with respect to issuances to employees, directors or consultants under plans approved by the Board, Current Market Value for purposes of this clause (ii) shall be the market price of the security for such date or the trading day immediately preceding such date. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchangeexchange or a national market system, including without limitation the Nasdaq National Market, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 calendar days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 calendar days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under -------------------- this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, Board in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUE" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k); (PROVIDED that no Financial Expert shall be deemed not to be an Independent Financial Expert solely by reason of having made one or more such valuations), or (ii) if the security is registered under the Exchange Act, the average of the daily market closing sales prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market closing sales prices for all of the trading days before such date for which daily market closing sales prices are available. The market closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, Board in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under this Article IV, the "CURRENT MARKET VALUE" per Common Share or of any other security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), provided that during the six months following the date hereof, in the discretion of the Company, the Current Market Value per Common Share shall be deemed to be the value ascribed to the Common Shares on July 1, 1997, or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.

Current Market Value. For the purposes of any computation under -------------------- this Article IV, the "CURRENT MARKET VALUECurrent Market Value" per Common Share or of any other -------------------- security (herein collectively referred to as a "security") at any date herein specified shall be: (i) if the security is not registered under the Exchange Act, the value of the security (1) most recently determined as of a date within the six months preceding such date by an Independent Financial Expert Advisor selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (2) if no such determination shall have been made within such six-month period or if the Company so chooses, determined as of such a date by an Independent Financial Expert Advisor selected by the Board Company in accordance with the criteria for such valuation set out in Section 4.1(k), or (ii) if the security is registered under the Exchange Act, the average of the daily market prices of the security for the 20 consecutive trading days immediately preceding such date or, if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices price on such day on the principal national securities exchange on which such security is listed or admitted, as determined by the Board, in good faith, (B) in the case of a security not then listed or admitted to trading 14 on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value of the security shall be determined as if the security were not registered under the Exchange Act.