Common use of Determination of Current Market Price Clause in Contracts

Determination of Current Market Price. For the purpose of any computation hereunder: (i) The "current market price" per Common Share on any date shall be deemed to be for purposes other than Section 11 (a)(iii) hereof the average of the daily closing prices per share of such Common Shares for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date and for purposes of Section 11(a)(iii) hereof, the average of the daily closing prices per share of such Common Shares for the 10 consecutive Trading Days immediately prior to that date; provided, however, that in the event that the current market price per share of Common Shares is determined during the period following the announcement by the issuer of such Common Shares of (A) a dividend or distribution on such Common Shares payable in shares of such Common Shares or securities convertible into shares of such Common Shares (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Shares, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 or 10 Trading Day period, then, and in each such case, the current market price shall be appropriately adjusted to reflect the current market price per Common Share Equivalent. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if the Common Shares are not listed or admitted to trading on any national securities exchange, the last sale price or, if not so reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ System") or such other system then in use, or, if on any such date the Common Shares are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Shares, the fair value of such Common Shares on such date shall be as determined in good faith by a majority of the Board (or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by such majority). The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted for trading is open for the transaction of business or, if the Common Shares are not listed or admitted for trading on any national securities exchange, a Business Day on which securities were traded in the over-the-counter market. If the Common Shares are not publicly held or not so listed or traded, "current market price" per share shall mean the fair value per share as determined in good faith by the Board of Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Determination of Current Market Price. For the purpose of any computation hereunder: (i) The "current market price" per Common Share on any date shall be -------------------- deemed to be for purposes other than Section 11 (a)(iii) hereof the average ------------------- of the daily closing prices per share of such Common Shares for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date and for purposes of Section 11(a)(iii) hereof, the ------------------ average of the daily closing prices per share of such Common Shares for the 10 consecutive Trading Days immediately prior to that date; provided, -------- however, that in the event that the current market price per share of ------- Common Shares is determined during the period following the announcement by the issuer of such Common Shares of (A) a dividend or distribution on such Common Shares payable in shares of such Common Shares or securities convertible into shares of such Common Shares (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Shares, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 or 10 Trading Day period, then, and in each such case, the current market price shall be appropriately adjusted to reflect the current market price per Common Share Equivalent. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if the Common Shares are not listed or admitted to trading on any national securities exchange, the last sale price or, if not so reported, the average of the high bid and low asked prices in the over-over- the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ System") or such other system then in use, or, if on any such date the Common Shares are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Shares, the fair value of such Common Shares on such date shall be as determined in good faith by a majority of the Board (or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by such majority). The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted for trading is open for the transaction of business or, if the Common Shares are not listed or admitted for trading on any national securities exchange, a Business Day on which securities were traded in the over-the-counter market. If the Common Shares are not publicly held or not so listed or traded, "current market price" per share shall mean the fair value per share as determined in good faith by the Board of Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.,

Determination of Current Market Price. For the purpose of any computation hereunder: (i) The "“current market price" ” per share of Common Share Stock on any date shall be deemed to be for purposes other than Section 11 (a)(iii11(a)(iii) hereof the average of the daily closing prices per share of such Common Shares Stock for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date and for purposes of Section 11(a)(iii) hereof, the average of the daily closing prices per share of such Common Shares Stock for the 10 consecutive Trading Days immediately prior to that date; provided, however, that in the event that the current market price per share of Common Shares Stock is determined during the period following the announcement by the issuer of such Common Shares Stock of (A) a dividend or distribution on such Common Shares Stock payable in shares of such Common Shares Stock or securities convertible into shares of such Common Shares Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common SharesStock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 or 10 Trading Day period, then, and in each such case, the current market price shall be appropriately adjusted to reflect the current market price per Common Share EquivalentStock equivalent. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the shares of the Common Shares Stock are listed or admitted to trading or, if the shares of the Common Shares Stock are not listed or admitted to trading on any national securities exchange, the last sale price or, if not so reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ System") or such other system then in use, or, if on any such date the shares of the Common Shares Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common SharesStock, the fair value of such Common Shares Stock on such date shall be as determined in good faith by a majority of the Board (or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by such majority). The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted for trading is open for the transaction of business or, if the Common Shares are not listed or admitted for trading on any national securities exchange, a Business Day on which securities were traded in the over-the-counter market. If the Common Shares are not publicly held or not so listed or traded, "current market price" per share shall mean the fair value per share as determined in good faith by the Board of Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.as

Determination of Current Market Price. For the purpose of any computation hereunder: (i) The "current market price" per share of Common Share Stock on any -------------------- date shall be deemed to be for purposes other than Section 11 (a)(iii) ------------------- hereof the average of the daily closing prices per share of such Common Shares Stock for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date and for purposes of Section ------- 11(a)(iii) hereof, the average of the daily closing prices per share of ---------- such Common Shares Stock for the 10 consecutive Trading Days immediately prior to that date; provided, however, that in the event that the current market -------- ------- price per share of Common Shares Stock is determined during the period following the announcement by the issuer of such Common Shares Stock of (A) a dividend or distribution on such Common Shares Stock payable in shares of such Common Shares Stock or securities convertible into shares of such Common Shares Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common SharesStock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 or 10 Trading Day period, then, and in each such case, the current market price shall be appropriately adjusted to reflect the current market price per Common Share EquivalentStock equivalent. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the shares of the Common Shares Stock are listed or admitted to trading or, if the shares of the Common Shares Stock are not listed or admitted to trading on any national securities exchange, the last sale price or, if not so reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ System") or such other system then in use, or, if on any such date -------------- the shares of the Common Shares Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common SharesStock, the fair value of such Common Shares Stock on such date shall be as determined in good faith by a majority of the Board (or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by such majority). The term "Trading Day" shall mean a day on which the principal national ----------- securities exchange on which the shares of Common Shares Stock are listed or admitted for trading is open for the transaction of business or, if the shares of the Common Shares Stock are not listed or admitted for trading on any national securities exchange, a Business Day on which securities were traded in the over-the-counter market. If the Common Shares are Stock is not publicly held or not so listed or traded, "current market price" per share shall -------------------- mean the fair value per share as determined in good faith by the Board of Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Determination of Current Market Price. For the purpose of any computation hereunder: (i) The "current market price" per share of Common Share Stock on any date shall be deemed to be for purposes other than Section 11 (a)(iii11(a)(iii) hereof the average of the daily closing prices per share of such Common Shares Stock for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date and for purposes of Section 11(a)(iii) hereof, the average of the daily closing prices per share of such Common Shares Stock for the 10 consecutive Trading Days immediately prior to that date; providedPROVIDED, howeverHOWEVER, that in the event that the current market price per share of Common Shares Stock is determined during the period following the announcement by the issuer of such Common Shares Stock of (A) a dividend or distribution on such Common Shares Stock payable in shares of such Common Shares Stock or securities convertible into shares of such Common Shares Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common SharesStock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 or 10 Trading Day period, then, and in each such case, the current market price shall be appropriately adjusted to reflect the current market price per Common Share EquivalentStock equivalent. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the shares of the Common Shares Stock are listed or admitted to trading or, if the shares of the Common Shares Stock are not listed or admitted to trading on any national securities exchange, the last sale price or, if not so reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ System") or such other system then in use, or, if on any such date the Common Shares are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common Shares, the fair value of such Common Shares on such date shall be as determined in good faith by a majority of the Board (or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by such majority). The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Common Shares are listed or admitted for trading is open for the transaction of business or, if the Common Shares are not listed or admitted for trading on any national securities exchange, a Business Day on which securities were traded in the over-the-counter market. If the Common Shares are not publicly held or not so listed or traded, "current market price" per share shall mean the fair value per share as determined in good faith by the Board of Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Determination of Current Market Price. For the purpose of any computation hereunder: (i) The "“current market price" ” per share of Common Share Stock on any date shall be deemed to be for purposes other than Section 11 (a)(iii11(a)(iii) hereof the average of the daily closing prices per share of such Common Shares Stock for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date and for purposes of Section 11(a)(iii) hereof, the average of the daily closing prices per share of such Common Shares Stock for the 10 consecutive Trading Days immediately prior to that date; provided, however, that in the event that the current market price per share of Common Shares Stock is determined during the period following the announcement by the issuer of such Common Shares Stock of (A) a dividend or distribution on such Common Shares Stock payable in shares of such Common Shares Stock or securities convertible into shares of such Common Shares Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common SharesStock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 or 10 Trading Day period, then, and in each such case, the current market price shall be appropriately adjusted to reflect the current market price per Common Share EquivalentStock equivalent. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the shares of the Common Shares Stock are listed or admitted to trading or, if the shares of the Common Shares Stock are not listed or admitted to trading on any national securities exchange, the last sale price or, if not so reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "“NASDAQ System"”) or such other system then in use, or, if on any such date the shares of the Common Shares Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common SharesStock, the fair value of such Common Shares Stock on such date shall be as determined in good faith by the Independent Directors if the Independent Directors constitute a majority of the Board (orof Directors, if at or in the time event the Independent Directors do not constitute a majority of such determination there is an Acquiring Personthe Board of Directors, by a nationally recognized an independent investment banking firm selected by such majority)the Board of Directors. The term "“Trading Day" ” shall mean a day on which the principal national securities exchange on which the shares of Common Shares Stock are listed or admitted for trading is open for the transaction of business or, if the shares of the Common Shares Stock are not listed or admitted for trading on any national securities exchange, a Business Day on which securities were traded in the over-the-counter market. If the Common Shares are Stock is not publicly held or not so listed or traded, "“current market price" ” per share shall mean the fair value per share as determined in good faith by the Independent Directors if the Independent Directors constitute a majority of the Board of Directors or in the event the Independent Directors do not constitute a majority of the Board of Directors, or, if at the time of such determination there is by an Acquiring Person, by a nationally recognized independent investment banking firmfirm selected by the Board of Directors, which whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Determination of Current Market Price. For the purpose of any computation hereunder: (i) The "current market priceCURRENT MARKET PRICE" per share of Common Share Stock on any date shall be deemed to be for purposes other than Section 11 (a)(iiiSECTION 11(a)(iii) hereof the average of the daily closing prices per share of such Common Shares Stock for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date and for purposes of Section SECTION 11(a)(iii) hereof, the average of the daily closing prices per share of such Common Shares Stock for the 10 consecutive Trading Days immediately prior to that date; providedPROVIDED, howeverHOWEVER, that in the event that the current market price per share of Common Shares Stock is determined during the period following the announcement by the issuer of such Common Shares Stock of (A) a dividend or distribution on such Common Shares Stock payable in shares of such Common Shares Stock or securities convertible into shares of such Common Shares Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common SharesStock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of the requisite 30 or 10 Trading Day period, then, and in each such case, the current market price shall be appropriately adjusted to reflect the current market price per Common Share EquivalentStock equivalent. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the shares of the Common Shares Stock are listed or admitted to trading or, if the shares of the Common Shares Stock are not listed or admitted to trading on any national securities exchange, the last sale price or, if not so reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ SystemSYSTEM") or such other system then in use, or, if on any such date the shares of the Common Shares Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Common SharesStock, the fair value of such Common Shares Stock on such date shall be as determined in good faith by a majority of the Board (or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by such majority). The term "Trading DayTRADING DAY" shall mean a day on which the principal national securities exchange on which the shares of Common Shares Stock are listed or admitted for trading is open for the transaction of business or, if the shares of the Common Shares Stock are not listed or admitted for trading on any national securities exchange, a Business Day on which securities were traded in the over-the-counter market. If the Common Shares are Stock is not publicly held or not so listed or traded, "current market priceCURRENT MARKET PRICE" per share shall mean the fair value per share as determined in good faith by the Board of Directors, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.