Common use of Determination of Current Market Price Clause in Contracts

Determination of Current Market Price. For the purpose of any computation under Subsections (b), (c) or (d) of this Section 3 or any other provision of this Warrant, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for the 10 consecutive trading days commencing 15 trading days before such date. If on any such date the shares of Common Stock are not listed or admitted for trading on any national securities exchange or quoted by Nasdaq or a similar service, then the Company, on the one hand, and Purchasers on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a nationally recognized investment banking firm. Each appraiser shall be instructed to, within 30 days of appointment, determine the Current Market Price per share of Common Stock which shall be deemed to be equal to the fair market value per share of Common Stock as of such date. If the two appraisers are unable to agree on the Current Market Price per share of Common Stock within such 30 day period, then the two appraisers, within 10 days after the end of such 30 day period shall jointly select a third appraiser. The third appraiser shall, within 30 days of its appointment, determine, in good faith, the Current Market Price per share of Common Stock and such determination shall be controlling. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Company and one-half by Purchasers, provided, however, in the event a third appraiser is utilized and one of the two initial appraisals (but not the other initial appraisal) is greater than or less than the appraisal by such third appraiser by 10% or more, then the cost of all of the foregoing appraisals shall be borne by the party who appointed the appraiser who made such initial appraisal.

Determination of Current Market Price. For the purpose of any computation under Subsections (b), (c) or (d) purposes of this Section 3 or any other provision of this Warrant------------------------------------- Agreement, the "Current Market Price Price" means the per share value of the Common Stock on any of Computervision as of a particular date (the "Computation Date") and shall be deemed to be the average of the daily Closing Prices per share closing prices of the Common Stock for the 10 fifteen (15) consecutive trading days commencing 15 trading days before such date. If on any such date immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the -------- ------- Computation Date a combination or reclassification of the outstanding shares of Common Stock are not listed into a smaller number of shares and such action or admitted transaction shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or after the beginning of such period of fifteen (15) ------------------ consecutive trading days, then the closing price for each trading day preceding the Market-Effect Date shall be adjusted, for purposes of calculating the Current Market Price, by multiplying such closing price by a fraction, the numerator of which is the Exercise Price in effect immediately prior to the Computation Date and the denominator of which is the Exercise Price in effect immediately prior to the Market-Effect Date. The closing price for each day shall be (1) if the security is traded on any a national securities exchange (i) its last sale price on such day or, (ii) if there was no sale on that day, the last sale price on the next preceding business day on which there was a sale, all as made available over the Consolidated Last Sale Reporting System of the Consolidated Tape Association Plan, or (iii) if the security is not then eligible for reporting over this system, its last sale price on such day on such national securities exchange or, if there was no sale on that day, on the next preceding business day on which there was a sale on such exchange, or (2) if the security is not traded on a national securities exchange but trades solely in the over-the-counter market and the security is quoted by Nasdaq on the National Association of Securities Dealers Automated Quotations System ("NASDAQ") (i) the ------ last sale price on such day reported on NASDAQ or a similar service(ii) if the security is an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask quotations on such day, but, in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the Company, price or quotation on the one handnext preceding business day on which there was such a price or quotation or, (iii) if the security is not reported or quoted on NASDAQ, the highest average bid and Purchasers ask quotations on such day as quoted in any of The Wall Street Journal, the National Quotation Bureau, Inc. pink sheets, the Salomon Brothers quotation sheets, quotation sheets of registered market makers and, if necessary, dealers' telephone quotations, or, (3) if no price can be determined on the other handbasis of the above methods of valuation, shall each promptly appoint as an appraiser an individual who then the judgment of valuation shall be made in good faith by the Board of Directors of Computervision (the "Board"). If the Board is unable to determine any valuation, or if Foothill disagrees with the Board's determination of the valuation by written notice delivered to Computervision within ten (10) days after the Board's determination thereof is communicated to Foothill, then Computervision and Foothill shall select a member mutually acceptable investment banking firm of a nationally recognized national reputation which has not been engaged by Computervision or any subsidiary of Computervision, or Foothill within the preceding two years, which shall determine such valuation. Such investment banking firm. Each appraiser 's determination of such valuation shall be instructed tofinal, within 30 days binding and conclusive on Computervision and Foothill. If the Board was unable to determine such valuation, all costs and fees of appointmentsuch investment banking firm shall be borne by Computervision. With respect to any disagreement of Foothill with the Board's determination of such valuation, determine if such investment banking firm's determination of such valuation is disparate by less than seven and one-half percent (7.5%) from the Board's determination, all costs and fees of such investment banking firm shall be borne by Foothill and if such determination is disparate by seven and one-half percent (7.5%) or more from the Board's determination, the costs and fees of such investment banking firm shall be borne by Computervision. In the event that Current Market Price per share of is required to be determined with reference to Successor Stock, references in this subsection (d) to Computervision, its Common Stock which and its Board shall be deemed to be equal to mean the fair market value per share of Common Stock as of such date. If the two appraisers are unable to agree on the Current Market Price per share of Common Stock within such 30 day periodSuccessor, then the two appraisers, within 10 days after the end of such 30 day period shall jointly select a third appraiser. The third appraiser shall, within 30 days of its appointment, determine, in good faith, the Current Market Price per share of Common Successor Stock and such determination shall be controlling. If any party fails to appoint an appraiser or if one the Successor's Board of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Company and one-half by Purchasers, provided, however, in the event a third appraiser is utilized and one of the two initial appraisals (but not the other initial appraisal) is greater than or less than the appraisal by such third appraiser by 10% or more, then the cost of all of the foregoing appraisals shall be borne by the party who appointed the appraiser who made such initial appraisalDirectors.

Determination of Current Market Price. For the purpose of any computation under Subsections (b), (c) or (d) of this Section 3 or any other provision of this Warrant, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for the 10 consecutive trading days commencing 15 trading days before such date. If on any such date the shares of Common Stock are not listed or admitted for trading on any national securities exchange or quoted by Nasdaq NASDAQ or a similar service, then the Company, on the one hand, and Purchasers WMF on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a nationally recognized investment banking firm. Each appraiser shall be instructed to, within 30 days of appointment, determine the Current Market Price per share of Common Stock which shall be deemed to be equal to the fair market value per share of Common Stock as of such date. If the two appraisers are unable to agree on the Current Market Price per share of Common Stock within such 30 day period, then the two appraisers, within 10 days after the end of such 30 day period shall jointly select a third appraiser. The third appraiser shall, within 30 days of its appointment, determine, in good faith, the Current Market Price per share of Common Stock and such determination shall be controlling. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing ~WMF Warrant appraisals shall be shared one-half by the Company and one-half by PurchasersWMF, provided, however, in the event a third appraiser is utilized and one of the two initial appraisals (but not the other initial appraisal) is greater than or less than the appraisal by such third appraiser by 10% or more, then the cost of all of the foregoing appraisals shall be borne by the party who appointed the appraiser who made such initial appraisal.

Determination of Current Market Price. For the purpose of any computation under Subsections (b), (c) or (d) of this Section 3 or any other provision of this Warrant, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for the 10 consecutive trading days commencing 15 trading days before such date. If on any such date the shares of Common Stock are not listed or admitted for trading on any national securities exchange or quoted by Nasdaq NASDAQ or a similar service, then the Company, on the one hand, and Purchasers Allied on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a nationally recognized investment banking firm. Each appraiser shall be instructed to, within 30 days of appointment, determine the Current Market Price per share of Common Stock which shall be deemed to be equal to the fair market value per share of Common Stock as of such date. If the two appraisers are unable to agree on the Current Market Price per share of Common Stock within such 30 day period, then the two appraisers, within 10 days after the end of such 30 day period shall jointly select a third appraiser. The third appraiser shall, within 30 days of its appointment, determine, in good faith, the Current Market Price per share of Common Stock and such determination shall be controlling. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Company and one-half by PurchasersAllied, provided, however, in the event a third appraiser is utilized and one of the two initial appraisals (but not the other initial appraisal) is greater than or less than the appraisal by such third appraiser by 10% or more, then the cost of all of the foregoing appraisals shall be borne by the party who appointed the appraiser who made such initial appraisal.

Determination of Current Market Price. For the purpose of any computation under Subsections (b), (c) or (d) of this Section 3 or any other provision of this Warrant, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for the 10 consecutive trading days commencing 15 trading days before such date. If on any such date the shares of Common Stock are not listed or admitted for trading on any national securities exchange or quoted by Nasdaq NASDAQ or a similar service, then the Company, on the one hand, and Purchasers Holder on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a nationally recognized investment banking firm. Each appraiser shall be instructed to, within 30 days of appointment, determine the Current Market Price per share of Common Stock which shall be deemed to be equal to the fair market value per share of Common Stock as of such date. If the two appraisers are unable to agree on the Current Market Price per share of Common Stock within such 30 day period, then the two appraisers, within 10 days after the end of such 30 day period shall jointly select a third appraiser. The third appraiser shall, within 30 days of its appointment, determine, in good faith, the Current Market Price per share of Common Stock and such determination shall be controlling. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Company and one-half by PurchasersWMF, providedPROVIDED, howeverHOWEVER, in the event a third appraiser is utilized and one of the two initial appraisals (but not the other initial appraisal) is greater than or less than the appraisal by such third appraiser by 10% or more, then the cost of all of the foregoing appraisals shall be borne by the party who appointed the appraiser who made such initial appraisal.

Determination of Current Market Price. For the purpose of any computation under Subsections (b), (c) or (d) of this Section 3 or any other provision of this Warrant, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for the 10 consecutive trading days commencing 15 7 8 trading days before such date. If on any such date the shares of Common Stock are not listed or admitted for trading on any national securities exchange or quoted by Nasdaq NASDAQ or a similar service, then the Company, on the one hand, and Purchasers WSDF on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a nationally recognized investment banking firm. Each appraiser shall be instructed to, within 30 days of appointment, determine the Current Market Price per share of Common Stock which shall be deemed to be equal to the fair market value per share of Common Stock as of such date. If the two appraisers are unable to agree on the Current Market Price per share of Common Stock within such 30 day period, then the two appraisers, within 10 days after the end of such 30 day period shall jointly select a third appraiser. The third appraiser shall, within 30 days of its appointment, determine, in good faith, the Current Market Price per share of Common Stock and such determination shall be controlling. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Company and one-half by PurchasersWSDF, provided, however, in the event a third appraiser is utilized and one of the two initial appraisals (but not the other initial appraisal) is greater than or less than the appraisal by such third appraiser by 10% or more, then the cost of all of the foregoing appraisals shall be borne by the party who appointed the appraiser who made such initial appraisal.

Determination of Current Market Price. For the purpose of any computation under Subsections (b), (c) or (d) of this Section 3 or any other provision of this Warrant, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for the 10 consecutive trading days commencing 15 trading days before such date. If on any such date the shares of Common Stock are not listed or admitted for trading on any national securities exchange or quoted by Nasdaq NASDAQ or a similar service, then the Company, on the one hand, and Purchasers WEP on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a nationally recognized investment banking firm. Each appraiser shall be instructed to, within 30 days of appointment, determine the Current Market Price per share of Common Stock which shall be deemed to be equal to the fair market value per share of Common Stock as of such date. If the two appraisers are unable to agree on the Current Market Price per share of Common Stock within such 30 day period, then the two appraisers, within 10 days after the end of such 30 day period shall jointly select a third appraiser. The third appraiser shall, within 30 days of its appointment, determine, in good faith, the Current Market Price per share of Common Stock and such determination shall be controlling. If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall be shared one-half by the Company and one-half by PurchasersWEP, provided, however, in the event a third appraiser is utilized and one of the two initial appraisals (but not the other initial appraisal) is greater than or less than the appraisal by such third appraiser by 10% or more, then the cost of all of the foregoing appraisals shall be borne by the party who appointed the appraiser who made such initial appraisal.