Common use of Payment by Issuance of Shares of Common Stock Clause in Contracts

Payment by Issuance of Shares of Common Stock. At the option of the --------------------------------------------- Company, the Purchase Price of 2001 Convertible Securities in respect of which a Purchase Notice pursuant to Section 4.7(a) has been given, or a specified percentage thereof, may be paid on the first three Purchase Dates by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price (expressed in dollars) to be paid in shares of Common Stock by (ii) the Market Price of one share of Common Stock as determined by the Company in the Company Notice, subject to the next succeeding paragraph. The Company shall not issue fractional shares of Common Stock in payment of the Purchase Price. Instead, the Company shall pay cash based on the Closing Sale Price for all fractional shares, in the manner set forth in Section 7.3. It is understood that if a Holder elects to have more than one 2001 Convertible Security purchased, the number of shares of Common Stock shall be based on the aggregate amount of 2001 Convertible Securities to be purchased. If the Company elects to purchase the 2001 Convertible Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 4.7(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than 20 Business Days prior to such Purchase Date (the "Company Notice Date"). Upon a payment by shares of Common Stock pursuant to the terms hereof, that portion of accrued and unpaid cash interest, if any, or amounts reflecting accretion of the 2001 Convertible Security included in the Accreted Value or the Restated Principal Amount (as the case may be), of the 2001 Convertible Security, in each case attributable to the period from the Issue Date to the Purchase Date with respect to the purchased 2001 Convertible Securities shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the shares of Common Stock in exchange for the 2001 Convertible Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Purchase Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the Accreted Value or Restated Principal Amount (as the case may be) of the 2001 Convertible Security being purchased pursuant to the provisions hereof. The Company's right to exercise its election to purchase 2001 Convertible Securities through the issuance of shares of Common Stock shall be conditioned upon: i. the Company's giving of timely Company Notice of an election to purchase all or a specified percentage of the 2001 Convertible Securities with shares of Common Stock as provided herein; ii. the registration of such shares of Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case, if required; iii. the listing of such shares of Common Stock on the principal national or regional securities exchange on which the shares of Common Stock are listed or, if the shares of Common Stock are not then listed on a national or regional securities exchange, as reported by the Nasdaq Stock Market or other automated quotation system on which the Common Stock is then quoted; iv. any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and v. the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with the Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Purchase Price in respect of 2001 Convertible Securities have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the Purchase Price in respect of the 2001 Convertible Securities, will be validly issued, fully paid and non- assessable and, to the best of such officers' or counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that the conditions in clauses (i) through (iv) above and the condition set forth in the second succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that the conditions in clauses (i) through (iv) above have been satisfied. Such Officers' Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount at maturity (subject to upward adjustment in the event of a Rate Reset) and the Closing Sale Price of a share of Common Stock on each trading day during the five trading day period during which the Market Price is calculated. The Company may pay the Purchase Price (or any portion thereof) in shares of Common Stock only if the information necessary to calculate the Market Price is published in a daily newspaper of national circulation or by other appropriate means. If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to the close of business on the Purchase Date, and the Company has elected to purchase the 2001 Convertible Securities pursuant to this Section 4.7 through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price of the 2001 Convertible Securities of such Holder or Holders in cash. The "Market Price" of Common Stock on a Purchase Date means the average of the Closing Sale Prices of the shares of Common Stock for the five trading day period ending on the third Business Day prior to such Purchase Date (if the third Business Day prior to such Purchase Date is a trading day, or if not, then on the last trading day immediately prior to that third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on such Purchase Date, of any event described in Sections 7.6, 7.7 or 7.8 that would result in an adjustment of the Conversion Rate; subject, however, to the conditions set forth in Sections 7.9 and 7.10. The "Closing Sale Price" of the shares of Common Stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the Nasdaq Stock Market or other automated quotation system on which the Common Stock is then quoted. In the absence of such quotations, the Company shall be entitled to determine the sales price on the basis of such quotations as it considers appropriate.

Payment by Issuance of Shares of Common Stock. At the --------------------------------------------- option of the --------------------------------------------- Company, the Purchase Price or Change of 2001 Convertible Control Purchase Price, as the case may be, of Securities in respect of which a Purchase Notice pursuant to Section 4.7(a3.7(a) or Change of Control Purchase Notice pursuant to Section 3.8(c), as the case may be, has been given, or a specified percentage thereof, may be paid on the first three Purchase Dates by the Company by the issuance of a number of shares of Common Applicable Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price (expressed in dollars) or Change of Control Purchase Price, as the case may be, to be paid in shares of Common Applicable Stock by (ii) 97.5% of the Market Price of one share of Common Stock as determined by the Company in the Company Notice, subject to the next succeeding paragraph. The Company shall will not issue fractional shares of Common Applicable Stock in payment of the Purchase Price or Change of Control Purchase Price, as the case may be. Instead, the Company shall will pay cash based on the Closing Sale Price current market price for all fractional shares, in the manner set forth in Section 7.3. It is understood that if a Holder elects to have more than one 2001 Convertible Security purchased, the number of shares of Common Applicable Stock shall be based on the aggregate amount of 2001 Convertible Securities to be purchased. If the Company elects to purchase the 2001 Convertible Securities by the issuance of shares of Common Applicable Stock or in any combination of cash and Applicable Stock, the Company Notice, as provided in Section 4.7(e3.9(d), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than 20 Business Days prior to such Purchase Date (the "Company Notice Date"). Upon a payment by shares of Common Stock pursuant to the terms hereof, that portion of accrued and unpaid cash interest, if any, or amounts reflecting accretion of the 2001 Convertible Security included in the Accreted Value or the Restated Principal Amount (as the case may be), of the 2001 Convertible Security, in each case attributable to the period from the Issue Date to the Purchase Date with respect to the purchased 2001 Convertible Securities shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the shares of Common Stock in exchange for the 2001 Convertible Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Purchase Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the Accreted Value or Restated Principal Amount (as the case may be) of the 2001 Convertible Security being purchased pursuant to the provisions hereof. The Company's right to exercise its election to purchase 2001 Convertible Securities through the issuance of shares of Common Applicable Stock shall be conditioned upon: i. (i) the Company's not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of an election to purchase all or a specified percentage of the 2001 Convertible Securities with shares of Common Stock as provided herein; (ii. ) the registration of such shares of Common Applicable Stock under the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case, if required; (iii. ) the listing of such shares of Common Applicable Stock on the principal national or regional securities exchange on which the shares of Common Stock are listed or, if the shares of Common Stock are not then listed on a national securities exchange or regional securities exchange, as reported by the Nasdaq quotation of such shares of Applicable Stock Market or other automated in an inter-dealer quotation system on which the Common Stock is then quotedof any registered United States national securities association; (iv. ) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and v. (v) the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Applicable Stock are in conformity with the this Indenture and (B) the shares of Common Applicable Stock to be issued by the Company in payment of the Purchase Price or Change of Control Purchase Price, as the case may be, in respect of 2001 Convertible Securities have been duly authorized and, when issued and delivered pursuant to the terms of the this Indenture in payment of the Purchase Price or Change of Control Purchase Price, as the case may be, in respect of the 2001 Convertible Securities, will be validly issued, fully paid and non- non-assessable and, to the best of such officers' or counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that the conditions in clauses (i) through (iv) above and the condition set forth in the second succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that the conditions in clauses (i) through (iv) above have been satisfied. Such Officers' Certificate shall also set forth the number of shares of Common Applicable Stock to be issued for each $1,000 principal amount at maturity (subject to upward adjustment in the event of a Rate Reset) Securities and the Closing Sale Price of a share of Common Applicable Stock on each trading day during the five period commencing on the first trading day of the period during which the Market Price is calculated. The Company calculated and ending on the third day prior to the applicable Purchase Date or Change of Control Purchase Date, as the case may pay the Purchase Price (or any portion thereof) in shares of Common Stock only if the information necessary to calculate the Market Price is published in a daily newspaper of national circulation or by other appropriate meansbe. If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to the close of business on the last day prior to the Purchase Date or Change of Control Purchase Date, as the case may be, and the Company has elected to purchase the 2001 Convertible Securities pursuant to this Section 4.7 3.9 through the issuance of shares of Common Applicable Stock, the Company shall pay the entire Purchase Price or Change of Control Purchase Price, as the case may be, of the 2001 Convertible Securities of such Holder or Holders in cash. The "Market Price" of Common Stock on a Purchase Date means the average of the Closing Sale Prices of the shares of Common Stock for the five trading day period ending on the third Business Day prior to such Purchase Date (if the third Business Day prior to such Purchase Date is a trading day, or if not, then on the last trading day immediately prior to that third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on such Purchase Date, of any event described in Sections 7.6, 7.7 or 7.8 that would result in an adjustment of the Conversion Rate; subject, however, to the conditions set forth in Sections 7.9 and 7.10. The "Closing Sale Price" of the shares of Common Stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the Nasdaq Stock Market or other automated quotation system on which the Common Stock is then quoted. In the absence of such quotations, the Company shall be entitled to determine the sales price on the basis of such quotations as it considers appropriate.

Payment by Issuance of Shares of Common Stock. At the option of the --------------------------------------------- Company, the Purchase Price or Change of 2001 Convertible Securities Control Purchase Price of Debentures in respect of which a Purchase Notice pursuant to Section 4.7(a1301(a) hereof or Change of Control Purchase Notice pursuant to Section 1302(b) hereof, as the case may be, has been given, or a specified percentage thereof, may be paid on the first three Purchase Dates by the Company by the issuance of a number of shares of Common Applicable Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price (expressed in dollars) or Change of Control Purchase Price, as the case may be, to be paid in shares of Common Applicable Stock by (ii) 100% of the Market Price with respect to the applicable Purchase Date or Change of one share of Common Stock Control Purchase Date, as determined by the Company in the Company Noticecase may be, subject to the next succeeding paragraph. The Company shall will not issue a fractional shares share of Common Applicable Stock in payment of the Purchase Price or Change of Control Purchase Price, as the case may be. Instead, the Company shall will pay cash based on the Closing Sale Market Price for all with respect to the applicable Purchase Date or Change of Control Purchase Date, as the case may be, of the fractional shares, in the manner set forth in Section 7.3share. It is understood that if a Holder elects to have more than one 2001 Convertible Security Debenture purchased, the number of shares of Common Applicable Stock shall be based on the aggregate amount of 2001 Convertible Securities Debentures to be purchased. If the Company elects to purchase the 2001 Convertible Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 4.7(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than 20 Business Days prior to such Purchase Date (the "Company Notice Date"). Upon a payment by shares of Common Stock pursuant to the terms hereof, that portion of accrued and unpaid cash interest, if any, or amounts reflecting accretion of the 2001 Convertible Security included in the Accreted Value or the Restated Principal Amount (as the case may be), of the 2001 Convertible Security, in each case attributable to the period from the Issue Date to the Purchase Date with respect to the purchased 2001 Convertible Securities shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the shares of Common Stock in exchange for the 2001 Convertible Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Purchase Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the Accreted Value or Restated Principal Amount (as the case may be) of the 2001 Convertible Security being purchased pursuant to the provisions hereof. The Company's right to exercise its election to purchase 2001 Convertible Securities Debentures through the issuance of shares of Common Applicable Stock shall be conditioned upon: i. (i) the Company's not having given its Company Notice of an election to pay entirely in cash and its giving of timely Company Notice of an election to purchase all or a specified percentage of the 2001 Convertible Securities Debentures with shares of Common Applicable Stock as provided herein; (ii. ) the registration of such shares of Common Applicable Stock under the Securities securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case, if requiredrequired for such shares to be freely tradable; (iii. ) the listing of such shares of Common Applicable Stock on the principal a United States national or regional securities exchange on which or the quotation of such shares of Common Applicable Stock are listed or, if the shares of Common Stock are not then listed on a national or regional securities exchange, as reported by the Nasdaq Stock Market or other automated in an inter-dealer quotation system on which the Common Stock is then quotedof any registered United States national securities association; (iv. ) any necessary qualification or registration of such shares of Applicable Stock under applicable state securities laws or the availability of an exemption from such qualification and registration; and v. (v) the receipt by the Trustee of an Officers' Officer's Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Applicable Stock are in conformity with the this Indenture and (B) the shares of Common Applicable Stock to be issued by the Company in payment of the Purchase Price or Change of Control Purchase Price, as the case may be, in respect of 2001 Convertible Securities Debentures have been duly authorized and, when issued and delivered pursuant to the terms of the this Indenture in payment of the Purchase Price or Change of Control Purchase Price, as the case may be, in respect of the 2001 Convertible SecuritiesDebentures, will be validly issued, fully paid and non- non-assessable and, to the best of such officers' or counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Officer's Certificate, stating that the conditions in clauses (i) through (iv) above and the condition set forth in the second succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that the conditions in clauses (i) through (iv) above have been satisfied. Such Officers' Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount at maturity (subject to upward adjustment in the event of a Rate Reset) and the Closing Sale Price of a share of Common Stock on each trading day during the five trading day period during which the Market Price is calculated. The Company may pay the Purchase Price (or any portion thereof) in shares of Common Stock only if the information necessary to calculate the Market Price is published in a daily newspaper of national circulation or by other appropriate means. If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to the close of business on the Purchase Date, and the Company has elected to purchase the 2001 Convertible Securities pursuant to this Section 4.7 through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price of the 2001 Convertible Securities of such Holder or Holders in cash. The "Market Price" of Common Stock on a Purchase Date means the average of the Closing Sale Prices of the shares of Common Stock for the five trading day period ending on the third Business Day prior to such Purchase Date (if the third Business Day prior to such Purchase Date is a trading day, or if not, then on the last trading day immediately prior to that third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on such Purchase Date, of any event described in Sections 7.6, 7.7 or 7.8 that would result in an adjustment of the Conversion Rate; subject, however, to the conditions set forth in Sections 7.9 and 7.10. The "Closing Sale Price" of the shares of Common Stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the Nasdaq Stock Market or other automated quotation system on which the Common Stock is then quoted. In the absence of such quotations, the Company shall be entitled to determine the sales price on the basis of such quotations as it considers appropriate.

Payment by Issuance of Shares of Common Stock. At the option of the --------------------------------------------- Company, the Purchase Price of 2001 Convertible Securities in respect of which a Purchase Notice pursuant to Section 4.7(a) has been given, or a specified percentage thereof, may be paid on the first three Purchase Dates by the Company by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (i) the portion of the Purchase Price (expressed in dollars) to be paid in shares of Common Stock by (ii) the Market Price of one share of Common Stock as determined by the Company in the manner set forth in the Company Notice, subject to the next succeeding paragraph. The Company shall not issue fractional shares of Common Stock in payment of the Purchase Price. Instead, the Company shall pay cash based on the Closing Sale Price for all fractional shares, in the manner set forth in Section 7.3. It is understood that if a Holder elects to have more than one 2001 Convertible Security purchased, the number of shares of Common Stock shall be based on the aggregate amount of 2001 Convertible Securities to be purchased. If the Company elects to purchase the 2001 Convertible Securities by the issuance of shares of Common Stock, the Company Notice, as provided in Section 4.7(e), shall be sent to the Holders (and to beneficial owners as required by applicable law) not later than 20 Business Days prior to such Purchase Date (the "Company Notice Date"). Upon a payment by shares of Common Stock pursuant to the terms hereof, that portion of accrued and unpaid cash interest, if any, or amounts reflecting accretion of the 2001 Convertible Security included in the Accreted Value or the Restated Principal Amount (as the case may be), of any interest accrued for United States federal income tax purposes on the 2001 Convertible Security, in each case attributable to the period from the Issue Date to the Purchase Date with respect to the purchased 2001 Convertible Securities shall not be cancelled, extinguished or forfeited but rather shall be deemed paid in full to the Holder through the delivery of the shares of Common Stock in exchange for the 2001 Convertible Security being purchased pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payments in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, and any interest accrued for United States federal income tax purposes through the Purchase Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the Accreted Value or Restated Principal Amount (as the case may be) Issue Price of the 2001 Convertible Security being purchased pursuant to the provisions hereof. The Company's right to exercise its election to purchase 2001 Convertible Securities through the issuance of shares of Common Stock shall be conditioned upon: i. the Company's giving of timely Company Notice of an election to purchase all or a specified percentage of the 2001 Convertible Securities with shares of Common Stock as provided herein; ii. the registration of such shares of Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case, if required; iii. the listing of such shares of Common Stock on the principal national or regional securities exchange on which the shares of Common Stock are listed or, if the shares of Common Stock are not then listed on a national or regional securities exchange, as reported by the Nasdaq Stock Market or other automated quotation system on which the Common Stock is then quoted; iv. any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and v. the receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel each stating that (A) the terms of the issuance of the shares of Common Stock are in conformity with the Indenture and (B) the shares of Common Stock to be issued by the Company in payment of the Purchase Price in respect of 2001 Convertible Securities have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the Purchase Price in respect of the 2001 Convertible Securities, will be validly issued, fully paid and non- assessable and, to the best of such officers' or counsel's knowledge, free from preemptive rights, and, in the case of such Officers' Certificate, stating that the conditions in clauses (i) through (iv) above and the condition set forth in the second succeeding sentence have been satisfied and, in the case of such Opinion of Counsel, stating that the conditions in clauses (i) through (iv) above have been satisfied. Such Officers' Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount at maturity (subject to upward adjustment in the event of a Rate Reset) and the Closing Sale Price of a share of Common Stock on each trading day during the five trading day period during which the Market Price is calculated. The Company may pay the Purchase Price (or any portion thereof) in shares of Common Stock only if the information necessary to calculate the Market Price is published in a daily newspaper of national circulation or by other appropriate means. If the foregoing conditions are not satisfied with respect to a Holder or Holders prior to the close of business on the Purchase Date, and the Company has elected to purchase the 2001 Convertible Securities pursuant to this Section 4.7 through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price of the 2001 Convertible Securities of such Holder or Holders in cash. The "Market Price" of Common Stock on a Purchase Date means the average of the Closing Sale Prices of the shares of Common Stock for the five trading day period ending on the third Business Day prior to such Purchase Date (if the third Business Day prior to such Purchase Date is a trading day, or if not, then on the last trading day immediately prior to that third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the five trading day period and ending on such Purchase Date, of any event described in Sections 7.6, 7.7 or 7.8 that would result in an adjustment of the Conversion Rate; subject, however, to the conditions set forth in Sections 7.9 and 7.10. The "Closing Sale Price" of the shares of Common Stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the Nasdaq Stock Market or other automated quotation system on which the Common Stock is then quoted. In the absence of such quotations, the Company shall be entitled to determine the sales price on the basis of such quotations as it considers appropriate.