Common use of Current Market Value Clause in Contracts

Current Market Value. Current Market Value" per share of Common Stock or any other security at any date means (i) if the security is registered under the Exchange Act, the average of the daily closing bid prices (or the equivalent in an over-the-counter market) for each day on which the Common Stock is traded for any period on the principal securities exchange or other securities market on which the Common Stock is being traded (each, a "Trading Day") during the period commencing eleven Trading Days before such date and ending on the date one day prior to such date; provided, however that if the closing bid price is not determinable for at least five Trading Days in such period, the "Current Market Value" of the security shall be determined as if the security were not registered under the Exchange Act, or (ii) if the security is not registered under the Exchange Act, (A) the value of the security, determined in good faith by the Board of Directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (B) if no such transaction shall have occurred within the six-month period, the value of the security as determined by an independent financial expert mutually agreed upon by the Company and the Holder and, in the event the Company and the Holder fail to so mutually agree within 30 days after the date of the requirement to determine the Current Market Value hereunder, the parties shall submit the selection of the independent financial expert to the American Arbitration Association for arbitration in New Jersey.

Current Market Value. Current Market Value" per share of Common -------------------- Stock or of any other security (herein collectively referred to as a "Security") at any date means shall be: (i1) if the Security is not registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the value of the Security shall be determined by the Board of Directors' good faith determination of the fair value of such Security as of the applicable date, factoring in the non-marketability or otherwise of such security but not any minority discount with respect thereto; provided that, if any Holder disagrees with -------- such determination, it may request, upon notice to the Company within five (5) days of the Board of Directors' determination, the appointment of an Independent Financial Expert, and within ten (10) days of such request, the Company and the Holders shall agree on an Independent Financial Expert, whose determination shall be binding on all parties, or (2) if the Security is registered under the Exchange Act, the average of the daily closing bid prices (or the equivalent in an over-the-counter market) for each day on which the Common Stock is traded for any period on the principal securities exchange or other securities market on which the Common Stock is being traded (each, a "Trading Day") Business Day during the period commencing eleven Trading 15 Business Days before such date and ending on the date one day prior to such date or, if the Security has been registered under the Exchange Act for less than 15 consecutive Business Days before such date; provided, however that if then the average of the daily closing bid prices (as defined below) for all of the Business Days before such date for which daily closing bid prices are available. If the closing bid price is not determinable for at least five Trading 10 Business Days in such period, the "Current Market Value" Value of the security Security shall be determined as if the security were Security was not registered under the Exchange Act, or (ii) if the security is not registered under the Exchange Act, (A) the value of the security, determined in good faith by the Board of Directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (B) if no such transaction shall have occurred within the six-month period, the value of the security as determined by an independent financial expert mutually agreed upon by the Company and the Holder and, in the event the Company and the Holder fail to so mutually agree within 30 days after the date of the requirement to determine the Current Market Value hereunder, the parties shall submit the selection of the independent financial expert to the American Arbitration Association for arbitration in New Jersey.

Current Market Value. Current Market Value" per share of Common Stock or any other security at any date means (i) if the security is not registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) the value of the security, determined in good faith by the Board of Directors and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a Person other than an affiliate of the Company or between any two such Persons and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the value of the security as determined by an independent financial expert or (ii) if the security is registered under the Exchange Act, the average of the daily closing bid prices (or the equivalent in an over-the-counter market) for each day on which the Common Stock is traded for any period on the principal securities exchange or other securities market on which the Common Stock is being traded (each, a "Trading Day") Day during the period commencing eleven 10 Trading Days before such date and ending on the date one day prior to such date, or if the security has been registered under the Exchange Act for less than 10 consecutive Trading Days before such date, the average of the daily closing bid prices (or such equivalent) for all of the Trading Days before such date for which daily closing bid prices are available; provided, however however, that if the closing bid price is not determinable for at least five Trading Days in such period, the "Current Market Value" of the security security, shall be determined as if the security were not registered under the Exchange Act, or (ii) if the security is not registered under the Exchange Act, (A) the value of the security, determined in good faith by the Board of Directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (B) if no such transaction shall have occurred within the six-month period, the value of the security as determined by an independent financial expert mutually agreed upon by the Company and the Holder and, in the event the Company and the Holder fail to so mutually agree within 30 days after the date of the requirement to determine the Current Market Value hereunder, the parties shall submit the selection of the independent financial expert to the American Arbitration Association for arbitration in New Jersey.