Common use of Definition of Fair Market Value Clause in Contracts

Definition of Fair Market Value. For the purposes of this Section 1, "fair market value" shall mean, as to any security, as follows: if that security is listed or admitted to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes place on any such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security is listed or admitted to trading, for the 20 trading days immediately preceding the date upon which the fair market value is determined (the "Determination Date"); if that security is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ"), the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and if that security is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" shall be the fair value thereof determined jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants, provided, however, that if such parties are unable to reach agreement within a reasonable time, the "fair market value" shall be determined in good faith by an independent investment banking firm selected jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (c) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (i) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), (determined in accordance with the foregoing provisions of this paragraph (c)), minus (ii) the aggregate Warrant Exercise Price of this Warrant (or such portion thereof).

Definition of Fair Market Value. For the purposes of this Section 1Warrant, "fair market value" the Fair Market Value of the Common Stock shall mean, as to any security, be determined as follows: (i) if that security the Common stock is listed or admitted to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes take place on any or such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security the Common Stock is listed or admitted to trading, for the 20 five trading days immediately preceding the date upon which of the fair market value is determined exercise of this Warrant (the "Determination Date"); (ii) if that security the Common Stock is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ"), the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 five trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and (iii) if that security the Common Stock is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" Fair Market Value shall be the fair value thereof determined jointly by the Corporation Board of Directors of Aurora and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants, ; provided, however, that if such parties are unable to reach agreement within a 4 5 reasonable time, the "fair market value" Fair Market Value shall be determined in good faith by an independent investment banking firm selected jointly by the Corporation Board of Directors of Aurora and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 fifteen (15) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (c) Section 5 to the contrary notwithstanding, the fair market value Fair Market Value of this Warrant or any portion thereof as of any Determination Date shall be equal to (iA) the fair market value Fair Market Value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), ) (determined in accordance with the foregoing provisions of this paragraph (c)), paragraph) minus (iiB) the aggregate Warrant Exercise Price of this the Warrant (or such portion thereof).

Definition of Fair Market Value. For the purposes of this Section 1Warrant, "fair market value" shall mean, as to any security, as follows: (i) if that security is listed or admitted to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes take place on any such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security is listed or admitted to trading, for the 20 trading days immediately preceding the date upon which the fair market value is determined (the "Determination Date"); (ii) if that security is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ")) or any other nationally recognized quotation service, the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQNASDAQ or such other quotation service, the average for each such day of the last reported bid and asked prices per share, for the 20 trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or corresponding source or any similar successor organization; and or (iii) if that security is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" shall be the fair value thereof determined jointly by the Corporation Company and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants, ; provided, however, that if such parties are unable to reach agreement within a reasonable time, the "fair market value" shall be determined in good faith by an independent investment banking firm selected jointly by the Corporation Company and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 business days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (cb) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (i) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), ) (determined in accordance with the foregoing provisions of this paragraph (cb)), minus (ii) the aggregate Warrant Exercise Price of this Warrant (or such portion thereof).; minus

Definition of Fair Market Value. For the purposes of this Section 1paragraph (a) above, "the fair market value" value of the Common Stock shall mean, as to any security, be determined as follows: if that security the Common Stock is listed or admitted to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes place on any such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security the Common Stock is listed or admitted to trading, for the 20 thirty (30) trading days immediately preceding the date upon which the fair market value is determined (the "Determination Date"); if that security the Common Stock is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ"), the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 thirty (30) trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and if that security the Common Stock is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" value shall be the fair value thereof determined jointly in good faith by the Corporation and Board of Directors of the registered Corporation; PROVIDED, HOWEVER, that if the holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the WarrantsWarrants object, provided, however, that if such parties are unable to reach agreement within a reasonable timetime after being given notice thereof, to such determination, the "fair market value" value shall be determined in good faith by an independent investment banking firm selected jointly by the Board of Directors of the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable acquirable upon exercise of the Warrants or, if that selection cannot be made within 15 fifteen (15) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (cb) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (i) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), ) (determined in accordance with the foregoing provisions of this paragraph (cb)), ) minus (ii) the aggregate Warrant Exercise Price of this the Warrant (or such portion thereof).

Definition of Fair Market Value. For the purposes The Fair Market Value per share of this Section 1, "fair market value" Common Stock shall mean, as to any security, be determined as follows: if that security : (i) If the Common Stock is listed or admitted to trading on one or more a national securities exchangesexchange, the average Nasdaq National Market, the Nasdaq Capital Market, the Over-the-Counter Bulletin Board, or another nationally recognized trading system as of the last Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the volume weighted average price of the high and low reported sales sale prices per share regular way or, in case no such reported sales takes place on any such day, the average of the last reported bid and asked prices per share regular way, in either case Common Stock thereon on the principal national securities exchange on which that security is listed or admitted to trading, for the 20 five (5) trading days immediately preceding the date upon which Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii) below). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the “Board”) to represent the fair market value is determined per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the "Determination Date"Company); if that security is not listed or admitted to trading on a national securities exchange but is quoted by and, upon request of the NASD Automated Quotation System ("NASDAQ")Registered Holder, the average Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Registered Holder of the last reported sales prices Fair Market Value per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and if that security is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" shall be the fair value thereof determined jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise and furnish the Registered Holder with reasonable documentation of the WarrantsBoard’s determination of such Fair Market Value. Notwithstanding the foregoing, providedif the Board has not made such a determination within the three-month period prior to the Exercise Date, howeverthen (A) the Board shall make, that if such parties are unable and shall provide or cause to reach agreement be provided to the Registered Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a reasonable time, the "fair market value" shall be determined in good faith by an independent investment banking firm selected jointly request by the Corporation Registered Holder that it do so, and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (c) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (iB) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or pursuant to Section 1 shall be delayed until such portion thereof), (determined in accordance with determination is made and notice thereof is provided to the foregoing provisions of this paragraph (c)), minus (ii) the aggregate Warrant Exercise Price of this Warrant (or such portion thereof)Registered Holder.

Definition of Fair Market Value. For the purposes of this Section 1paragraph (a) ------------------------------- above, "the fair market value" value of the Common Stock shall mean, as to any security, be determined as follows: if that security the Common Stock is listed or admitted to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes place on any such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security the Common Stock is listed or admitted to trading, for the 20 thirty (30) trading days immediately preceding the date upon which the fair market value is determined (the "Determination Date"); if that security the Common Stock is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ"), the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 thirty (30) trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and if that security the Common Stock is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" value shall be the fair value thereof determined in good faith by the Board of Directors of the Corporation; provided, however, that if the holders of Warrants --------- ------- outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants object, within a reasonable time after being given notice thereof, to such determination, the fair market value shall be determined in good faith by an independent investment banking firm selected jointly by the Board of Directors of the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants, provided, however, that if such parties are unable to reach agreement within a reasonable time, the "fair market value" shall be determined in good faith by an independent investment banking firm selected jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 fifteen (15) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (cb) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (i) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), ) (determined in accordance with the foregoing provisions of this paragraph (cb)), ) minus (ii) the aggregate Warrant Exercise Price of this the Warrant (or such portion thereof).

Definition of Fair Market Value. For the purposes of this Section 1, "fair market value" shall mean, as to any security, as follows: if that security is listed or admitted admit xxx to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes place on any such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security is listed or admitted to trading, for the 20 trading days immediately preceding the date upon which the fair market value is determined (the "Determination Date"); if that security is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ"), the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated Incor porated or any similar successor organization; and if that security is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally nation ally recognized quotation service, the "fair market value" shall be the fair value thereof determined jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants, provided, however, that if such parties are unable to reach agreement within a reasonable time, the "fair market value" shall be determined in good faith by an independent inde pendent investment banking firm selected jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association Associa tion in accordance with its rules. Anything in this paragraph (cb) to the contrary notwithstandingnotwith standing, the fair market value of this Warrant or any portion thereof as of any Determination Determina tion Date shall be equal to (i) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), (determined in accordance accor dance with the foregoing provisions of this paragraph (cb)), minus (ii) the aggregate Warrant Exercise Price of this Warrant (or such portion thereof).

Definition of Fair Market Value. For the purposes of this Section 1Warrant, "fair market value" the Fair Market Value of the Common Stock shall mean, as to any security, be determined as follows: (i) if that security the Common stock is listed or admitted to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes take place on any or such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security the Common Stock is listed or admitted to trading, for the 20 five trading days immediately preceding the date upon which of the fair market value is determined exercise of this Warrant (the "Determination Date"); (ii) if that security the Common Stock is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ"), the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 five trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and (iii) if that security the Common Stock is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" Fair Market Value shall be the fair value thereof determined jointly by the Corporation Board of Directors of Aurora and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants, ; provided, however, that if such parties are unable to reach agreement within a reasonable time, the "fair market value" Fair Market Value shall be determined in good faith by an independent investment banking firm selected jointly by the Corporation Board of Directors of Aurora and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 fifteen (15) days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (c) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (i) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), (determined in accordance with the foregoing provisions of this paragraph (c)), minus (ii) the aggregate Warrant Exercise Price of this Warrant (or such portion thereof).an

Definition of Fair Market Value. For the purposes of this Section 1Warrant, "fair market value" the Fair Market Value of the Common Stock shall mean, as to any security, be determined as follows: (i) if that security the Common stock is listed or admitted to trading on one or more national securities exchanges, the average of the last reported sales prices per share regular way or, in case no such reported sales takes take place on any or such day, the average of the last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which that security the Common Stock is listed or admitted to trading, for the 20 five trading days immediately preceding the date upon which of the fair market value is determined exercise of this Warrant (the "Determination Date"); (ii) if that security the Common Stock is not listed or admitted to trading on a national securities exchange but is quoted by the NASD Automated Quotation System ("NASDAQ"), the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 five trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and (iii) if that security the Common Stock is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" Fair Market Value shall be the fair value thereof determined jointly by the Corporation Board of Directors of Aurora and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise of the Warrants, provided, however, that if such parties are unable to reach agreement within a reasonable time, the "fair market value" shall be determined in good faith by an independent investment banking firm selected jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (c) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (i) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or such portion thereof), (determined in accordance with the foregoing provisions of this paragraph (c)), minus (ii) the aggregate Warrant Exercise Price of this Warrant (or such portion thereof).of

Definition of Fair Market Value. For the purposes The Fair Market Value per share of this Section 1, "fair market value" Common Stock shall mean, as to any security, be determined as follows: if that security : (i) If the Common Stock is listed or admitted to trading on one or more a national securities exchangesexchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Over-the-Counter Bulletin Board, or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last high and low reported sales sale prices per share regular way or, in case of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported sales takes place on any such day, the average Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii) below). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or another nationally recognized trading system as of the last reported bid and asked prices Exercise Date, the Fair Market Value per share regular way, in either case on of Common Stock shall be deemed to be the principal national securities exchange on which that security is listed or admitted amount most recently determined by the Board of Directors of the Company (the "BOARD") to trading, for the 20 trading days immediately preceding the date upon which represent the fair market value is determined per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the "Determination Date"Company); if that security is not listed or admitted to trading on a national securities exchange but is quoted by and, upon request of the NASD Automated Quotation System ("NASDAQ")Registered Holder, the average Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 30 days after such request, notify the Registered Holder of the last reported sales prices Fair Market Value per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are not then quoted by NASDAQ, the average for each such day of the last reported bid and asked prices per share, for the 20 trading days immediately preceding the Determination Date as furnished by the National Quotation Bureau Incorporated or any similar successor organization; and if that security is not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "fair market value" shall be the fair value thereof determined jointly by the Corporation and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock acquirable upon exercise and furnish the Registered Holder with reasonable documentation of the WarrantsBoard's determination of such Fair Market Value. Notwithstanding the foregoing, providedif the Board has not made such a determination within the three-month period prior to the Exercise Date, howeverthen (A) the Board shall make, that if such parties are unable and shall provide or cause to reach agreement be provided to the Registered Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 30 days of a reasonable time, the "fair market value" shall be determined in good faith by an independent investment banking firm selected jointly request by the Corporation Registered Holder that it do so, and the registered holders of Warrants outstanding representing a majority of the shares of Common Stock issuable upon exercise of the Warrants or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Anything in this paragraph (c) to the contrary notwithstanding, the fair market value of this Warrant or any portion thereof as of any Determination Date shall be equal to (iB) the fair market value of the shares of Common Stock issuable upon exercise of this Warrant (or pursuant to Section 1 shall be delayed until such portion thereof), (determined in accordance with determination is made and notice thereof is provided to the foregoing provisions of this paragraph (c)), minus (ii) the aggregate Warrant Exercise Price of this Warrant (or such portion thereof)Registered Holder.