Common use of Definition of Market Price Clause in Contracts

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Underlying Warrants are listed or admitted to trading or by NNM, or, if the Underlying Warrants are not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is not quoted on Nasdaq or such similar organization, the Market Price of an Underlying Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNMNasdaq/NM"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NNMthe National Association of Securities Dealers Automated Quotation System ("Nasdaq"), the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying a Redeemable Warrant, the last reported sale sales price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Underlying Redeemable Warrants are listed or admitted to trading or by NNMNasdaq/NM, or, if the Underlying Redeemable Warrants are not listed or admitted to trading on any national securities exchange or quoted by NNMNasdaq, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is Redeemable Warrants are not quoted on Nasdaq or such similar organizationare no longer outstanding, the Market Price of an Underlying a Redeemable Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Redeemable Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common StockPreferred Shares, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the Nasdaq SmallCap Market ("Nasdaq/SC") or the principal securities exchange on which the Common Convertible Preferred Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM")trading, or, if the Common Convertible Preferred Stock is not listed or admitted to trading on Nasdaq/SC or any national securities exchange or quoted by NNMthe National Association of Securities Dealers Automated Quotation System ("Nasdaq"), the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Convertible Preferred Stock is not quoted on Nasdaq, or such similar organization as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it or it; (ii) when referring to an Underlying the Conversion Shares or the Common Shares, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by Nasdaq/SC or the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on Nasdaq/SC or any national securities exchange or quoted by Nasdaq, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it; or (iii) when referring to a Redeemable Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by Nasdaq/SC or the principal securities exchange on which the Underlying Redeemable Warrants are listed or admitted to trading or by NNMtrading, or, if the Underlying Redeemable Warrants are not listed or admitted to trading on Nasdaq/SC or any national securities exchange or quoted by NNMNasdaq, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is Redeemable Warrants are not quoted on Nasdaq or such similar organizationare no longer outstanding, the Market Price of an Underlying a Redeemable Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Redeemable Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization including the NASD Electronic Bulletin Board if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Underlying Warrants are listed or admitted to trading or by NNM, or, if the Underlying Warrants are not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the NASD through Nasdaq or similar organization including the NASD Electronic Bulletin Board if Nasdaq is no longer reporting such information, or if the Underlying Warrant is not quoted on Nasdaq or such similar organization, the Market Price of an Underlying Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter definedde fined) of the Underlying Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Underlying Warrants are listed or admitted to trading or by NNM, or, if the Underlying Warrants are not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is not quoted on Nasdaq or such similar organization, the Market Price of an Underlying Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Underlying Warrants are listed or admitted to trading or by NNM, or, if the Underlying Warrants are not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is not quoted on Nasdaq or such similar organization, the Market Price of an Underlying Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).4

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Underlying Warrants are listed or admitted to trading or by NNM, or, if the Underlying Warrants are not listed or admitted to trading on any national securities exchange or quoted by NNM, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is not quoted on Nasdaq or such similar organization, the Market Price of an Underlying Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the price of the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three Stock determined as follows: (3a) trading days, in either case as officially reported by the principal securities exchange on which If the Common Stock is listed listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or by the American Stock Exchange ("AMEX"), or is traded on the Nasdaq National Market System ("NNMNSM"), or, if the Market Price shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series V Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or (b) If the Common Stock is not listed or admitted to unlisted trading privileges, on any national securities exchange either the NYSE or the AMEX and is not traded on NSM, but is quoted by NNMor reported on Nasdaq, the average Market Price shall be the closing bid price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series V Warrant as furnished by the National Association of Securities Dealers, Inc. quoted or reported on Nasdaq; or ("NASD"c) through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or such similar organization as determined in good faith by resolution admitted to unlisted trading privileges on the Boston Stock Exchange ("BSE") or another national securities exchange (other than the NYSE or the AMEX), the Market Price shall be the closing price of the Board of Directors Common Stock at the end of the Company, based regular trading session on the best information available last business day prior to it or (ii) when referring to an Underlying Warrant, the last reported sale price, or, in date of exercise of the case no Series V Warrant on whichever of such reported sale takes place exchanges has the highest average daily trading volume for the Common Stock on such day; or (d) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the Market Price shall be the average of the last reported sale bid and asked prices for of the last three (3) trading days, in either case as officially Common Stock reported by the principal securities exchange Nasdaq Bulletin Board or the National Quotation Bureau, Inc. on which the Underlying Warrants are listed last business day prior to the date of exercise of the Series V Warrant, whichever is highest; or admitted to trading or by NNM, or, if (e) If the Underlying Warrants are Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange exchange, or listed for trading on NSM or quoted by NNMor reported on Nasdaq, and bid and asked prices of the average closing bid price as furnished Common Stock are not reported by the NASD through Nasdaq Bulletin Board or similar organization if Nasdaq is no longer reporting such informationNational Quotation Bureau, or if the Underlying Warrant is not quoted on Nasdaq or such similar organizationInc., the Market Price of an Underlying Warrant shall equal be the difference between the Market Price book value thereof as of the Common Stock and the Exercise Price (as hereinafter defined) end of the Underlying Warrant. Notwithstanding most recently completed fiscal quarter of the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference Company ending prior to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except thatexercise, determined in the event of a public offering of shares of Common Stockaccordance with generally acceptable accounting principles, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period)consistently applied.

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the price of the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three Stock determined as follows: (3a) trading days, in either case as officially reported by the principal securities exchange on which If the Common Stock is listed listed, or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or by the American Stock Exchange ("AMEX"), or is traded on the Nasdaq National Market System ("NNMNSM"), the Market Price shall be the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series U Warrant on whichever of such exchanges or NSM had the highest average daily trading volume for the Common Stock on such day; or, if (b) If the Common Stock is not listed or admitted to unlisted trading privileges, on any national securities exchange either the NYSE or the AMEX and is not traded on NSM, but is quoted by NNMor reported on Nasdaq, the average Market Price shall be the closing bid price (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Series U Warrant as furnished by the National Association of Securities Dealers, Inc. quoted or reported on Nasdaq; or ("NASD"c) through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if If the Common Stock is not listed, or admitted to unlisted trading privileges, on either of the NYSE or the AMEX, and is not traded on NSM or quoted or reported on Nasdaq, but is listed or such similar organization as determined in good faith by resolution admitted to unlisted trading privileges on the Boston Stock Exchange ("BSE") or another national securities exchange (other than the NYSE or the AMEX), the Market Price shall be the closing price of the Board of Directors Common Stock at the end of the Company, based regular trading session on the best information available last business day prior to it or (ii) when referring to an Underlying Warrant, the last reported sale price, or, in date of exercise of the case no Series U Warrant on whichever of such reported sale takes place exchanges has the highest average daily trading volume for the Common Stock on such day; or (d) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on NSM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the Market Price shall be the average of the last reported sale bid and asked prices for of the last three (3) trading days, in either case as officially Common Stock reported by the principal securities exchange Nasdaq Bulletin Board or the National Quotation Bureau, Inc. on which the Underlying Warrants are listed last business day prior to the date of exercise of the Series U Warrant, whichever is highest; or admitted to trading or by NNM, or, if (e) If the Underlying Warrants are Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange exchange, or listed for trading on NSM or quoted by NNMor reported on Nasdaq, and bid and asked prices of the average closing bid price as furnished Common Stock are not reported by the NASD through Nasdaq Bulletin Board or similar organization if Nasdaq is no longer reporting such informationNational Quotation Bureau, or if the Underlying Warrant is not quoted on Nasdaq or such similar organizationInc., the Market Price of an Underlying Warrant shall equal be the difference between the Market Price book value thereof as of the Common Stock and the Exercise Price (as hereinafter defined) end of the Underlying Warrant. Notwithstanding most recently completed fiscal quarter of the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference Company ending prior to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except thatexercise, determined in the event of a public offering of shares of Common Stockaccordance with generally acceptable accounting principles, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period)consistently applied.

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the American Stock Exchange ("AMEX") or the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM")trading, or, if the Common Stock is not listed or admitted to trading on AMEX or any national securities exchange or quoted by NNMthe National Association of Securities Dealers Automated Quotation System ("Nasdaq"), the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying a Redeemable Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by AMEX or the principal securities exchange on which the Underlying Redeemable Warrants are listed or admitted to trading or by NNMtrading, or, if the Underlying Redeemable Warrants are not listed or admitted to trading on AMEX or any national securities exchange or quoted by NNMNasdaq, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is Redeemable Warrants are not quoted on Nasdaq or such similar organizationare no longer outstanding, the Market Price of an Underlying a Redeemable Warrant shall equal the difference -5- 7 between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Redeemable Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the -------------------------- phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common StockPreferred Shares, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM")) or the principal securities exchange on which the Convertible Preferred Stock is listed or admitted to trading, or, if the Common Convertible Preferred Stock is not listed or admitted to trading on NNM or any national securities exchange or otherwise quoted by NNMthe National Association of Securities Dealers Automated Quotation System ("Nasdaq"), the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Convertible Preferred Stock is not quoted on Nasdaq, or such similar organization as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it it; or (ii) when referring to an Underlying Warrantthe Conversion Shares or the Common Shares, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by NNM or the principal securities exchange on which the Underlying Warrants are Common Stock is listed or admitted to trading or by NNMtrading, or, if the Underlying Warrants are Common Stock is not listed or admitted to trading on NNM or any national securities exchange or otherwise quoted by NNMNasdaq, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant Common Stock is not quoted on Nasdaq or such similar organizationNasdaq, the Market Price of an Underlying Warrant shall equal the difference between the Market Price as determined in good faith (using customary valuation methods) by resolution of the Common Stock and the Exercise Price (as hereinafter defined) members of the Underlying Warrant. Notwithstanding the foregoing, for purposes Board of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date Directors of the event requiring Company, based on the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference best information available to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period)it.

Definition of Market Price. As used herein, the phrase "Market -------------------------- Price" at any date shall be deemed to be (i) when referring to the Units or the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National SmallCap Market ("NNMNasdaq SmallCap") or by the National Association of Securities Dealers Automated Quotation System ("Nasdaq"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NNMNasdaq, the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying a Redeemable Warrant, the last reported sale sales price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Underlying Redeemable Warrants are listed or admitted to trading or by NNMNasdaq, or, if the Underlying Redeemable Warrants are not listed or admitted to trading on any national securities exchange or quoted by NNMNasdaq, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is Redeemable Warrants are not quoted on Nasdaq or such similar organizationare no longer outstanding, the Market Price of an Underlying a Redeemable Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Redeemable Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).

Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be (i) when referring to the Common Stock, the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the American Stock Exchange ("AMEX") or the principal securities exchange on which the Common Stock is listed or admitted to trading or by the Nasdaq National Market ("NNM")trading, or, if the Common Stock is not listed or admitted to trading on AMEX or any national securities exchange or quoted by NNMthe National Association of Securities Dealers Automated Quotation System ("Nasdaq"), the average closing bid price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Common Stock is not quoted on Nasdaq, or such similar organization as determined in good faith (using customary valuation methods) by resolution of the members of the Board of Directors of the Company, based on the best information available to it or (ii) when referring to an Underlying a Redeemable Warrant, the last reported sale price, or, in the case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by AMEX or the principal securities exchange on which the Underlying Redeemable Warrants are listed or admitted to trading or by NNMtrading, or, if the Underlying Redeemable Warrants are not listed or admitted to trading on AMEX or any national securities exchange or quoted by NNMNasdaq, the average closing bid price as furnished by the NASD through Nasdaq or similar organization if Nasdaq is no longer reporting such information, or if the Underlying Warrant is Redeemable Warrants are not quoted on Nasdaq or such similar organizationare no longer outstanding, the Market Price of an Underlying a Redeemable Warrant shall equal the difference between the Market Price of the Common Stock and the Exercise Price (as hereinafter defined) of the Underlying Redeemable Warrant. Notwithstanding the foregoing, for purposes of Section 8, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the relevant information set forth above during the thirty (30) trading days immediately preceding the date of the event requiring the determination of the Market Price (except that, in the event of a public offering of shares of Common Stock, the Market Price of a share of Common Stock or an Underlying Warrant shall be determined by reference to the trading day immediately preceding the effective date of the public offering and not such thirty (30) trading day period).