Fair Market Value

Fair Market Value. The value of Common Stock determined as follows: (1) If the Common Stock is listed on any established stock exchange other than The NASDAQ Stock Market, its Fair Market Value shall be the last reported sale price for the Common Stock reported by the applicable composite transactions report for such exchange on the date of determination, as reported on such stock exchange's website or such other source, including The Wall Street Journal, as the Administrator deems reliable; or (2) If the Common... Stock is listed on The NASDAQ Stock Market, its Fair Market Value shall be the last reported sale price for the Common Stock quoted on The NASDAQ Stock Market on the date of determination, as reported on www.nasdaq.com or such other source, including The Wall Street Journal, as the Administrator deems reliable; (3) If the Common Stock is traded over-the-counter and is quoted on the OTC Bulletin Board, its Fair Market Value shall be the last transaction price for the Common Stock quoted by the OTC Bulletin Board on the date of determination, as reported on www.otcbb.com or such other source as the Administrator deems reliable; (4) If the Common Stock is traded over-the-counter but is not quoted on the OTC Bulletin Board, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported on www.pinksheets.com or such other source as the Administrator deems reliable; or (5) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board View More

Fair Market Value. Of a share of Warrant Stock as of a particular date shall mean: (i) if shares of the Warrant Stock are traded on one or more securities exchanges, the average of the closing or last reported sale prices of the shares of Warrant Stock on the Principal Trading Market over the five day period ending five trading days prior to the applicable determination date; (ii) if the shares of Warrant Stock are not so traded, but the shares of the Company into which the shares of Warrant Stock are convertible... are so traded, then the Fair Market Value of the shares of Warrant Stock shall be deemed to be the fair market value of such shares as defined in clause (i), multiplied by the number of such shares into which each share of Warrant Stock is then convertible; (iii) if the shares of Warrant Stock and shares of the Company into which the shares of Warrant Stock are convertible are not traded on a securities exchange, but are otherwise traded on an over-the-counter market or other similar market, the fair market value shall be deemed to be the average of the closing ask prices of such shares on the Principal Trading Market over the ten day period ending five trading days prior to the applicable determination date, as set forth in clause (i) or (ii) above, as applicable; and (iv) if there is no public market for the shares of Warrant Stock or the shares into which the Warrant Stock are convertible, then fair market value shall be determined in good faith by the Board. Notwithstanding the forgoing if the determination of Fair Market Value is in connection with (A) a Sale Transaction, then the Fair Market Value per share shall be the value per share of Warrant Stock to be realized in such pending transaction (including any contingent consideration receivable in connection therewith) or (B) an IPO, and if the Company's Registration Statement reflecting such public offering has been declared effective by the Commission, then the Fair Market Value shall be the initial "Price to Public" per share specified in the final prospectus with respect to the offering View More

Fair Market Value. As of any date, the value of the Common Stock determined as follows: If the Common Stock is listed on any established stock exchange, the Fair Market Value of a share of Common Stock shall be the official closing sales price for such stock as quoted on such exchange (or the exchange with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination. In the absence of such a public trading market for the Common Stock, the Fair Market Value... shall be determined in good faith by the Board in accordance with Section 409A of the Code and the regulations and other guidance promulgated thereunder. View More

Fair Market Value. With respect to the Common Stock, as of any date: (a) if the Common Stock is listed on any established stock exchange or a national market system, including without limitation, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market of The NASDAQ Stock Market, or the New York Stock Exchange, the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall... Street Journal or such other source as the Committee deems reliable; or (b) if the Common Stock is not so listed, such price as is determined in the manner specified by the Committee in its sole discretion, such manner to be acceptable under Section 423 of the Code View More

Fair Market Value. For purposes of determining the value of Company Stock (i) on the Date of Grant, the Stock Exchange closing price of Company Stock on the Date of Grant, (ii) on the date of exercise, the Stock Exchange closing price of Company Stock on the date preceding the exercise date, and (iii) for all other purposes, unless the Committee specifies a different method, the Stock Exchange closing sale price on the day as of which the Fair Market Value is to be determined. In all such cases, if no sale occurs... on the relevant date, then the Stock Exchange closing price of Company Stock as of the immediately preceding date on which such a sale occurred shall be used. Notwithstanding the foregoing, with respect to a sale of shares of Company Stock on a Stock Exchange, the actual sale price shall be the Fair Market Value of such shares. If Company Stock is not listed on a national or regional Stock Exchange or market system, Fair Market Value shall be determined by the Committee in good faith, subject to compliance with Code Section 409A. View More

Fair Market Value. As of any day, the closing price of the Shares on such day (or on the next preceding business day, if such day is not a business day or if no trading occurred on such day) as reported on the New York Stock Exchange or on such other securities exchange or reporting system as may be designated by the Committee. In the event that the price of a Share shall not be so reported, the Fair Market Value of a Share shall be determined by the Committee in its absolute discretion.

Fair Market Value. Means (i) with respect to any security that is listed, quoted or traded on an Eligible Market, as of any date of determination, the Closing Price of such security on such date, and (ii) with respect to any other security or asset, the fair market value as mutually determined in good faith by the Board of Directors of the Company and Required Note Holders, subject to the dispute resolution provisions set forth in Section 2(c)(iii) below.

Fair Market Value. On a specified date shall mean the closing price for a Share on the stock exchange, if any, on which such Shares are primarily traded, but if no Shares were traded on such date, the average of the bid and asked closing prices at which one Share is traded on the over-the-counter market, as reported on the NASDAQ Stock Market or any other stock exchange on which the Shares may be traded, or, if none of the above is applicable, the value of a Share as established by the Committee for such date... using any reasonable method of valuation. Notwithstanding the generality of the foregoing, if the Company has established an electronic exercise program with a broker for the exercise of Options or Rights and the Shares Exhibit 10.1 underlying the Options are publicly traded, the Fair Market Value of a Share for purposes of net cashless exercise and withholding taxes shall be the price of a Share on such stock exchange at the time of exercise. View More

Fair Market Value. The closing stock price per Share as reported on the principal stock exchange on which such Shares are listed (with Fair Market Value on the exercise date for these purposes determined based on the closing price of a Share on the last trading day before the exercise date), or as otherwise provided in the Plan

Fair Market Value. As of any particular date, the closing price of a share of Stock as reported for that date on the New York Stock Exchange or, if the Stock is not then listed on the New York Stock Exchange, on any other national securities exchange on which the Stock is listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Stock, then the Fair Market Value shall be the fair market value as determined in... good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Code Section 409A View More