FMV

FMV. Means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on such Eligible Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the... exercise, (b) if OTCQB or OTCQX is not an Eligible Market, the value shall be deemed to be the highest intra-day or closing price on any trading day on the OTCQB or OTCQX on which the Common Stock is then quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the "Pink Sheets" published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the "OTC Markets Group", the value shall be deemed to be the highest intra-day or closing price on any trading day on the Pink Sheets on which the Common Stock is then quoted as reported by OTC Markets Group (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. View More

FMV. Means, as to any Eligible Real Estate, the fair market value of such Eligible Real Estate determined in accordance with an independent appraisal reasonably acceptable to the Administrative Agent, which appraisal shall assume, among other things, a marketing time of not greater than six (6) months.

FMV. As of any date and in respect of any Common Shares shall be: (i) if the Common Shares are listed for trading on the New York Stock Exchange, the closing price, regular way, of the Common Shares as reported on the New York Stock Exchange Composite Tape, or if no such reported sale of the Common Shares shall have occurred on such date,... on the next preceding date on which there was such a reported sale; or (ii) if the Common Shares are not so listed but are listed on another national securities exchange or authorized for quotation on the National Association of Securities Dealers Inc.'s NASDAQ National Market System ("NASDAQ/NMS"), the closing price, regular way, of the Common Shares on such exchange or NASDAQ/NMS, as the case may be, on which the largest number of Common Shares have been traded in the aggregate on the preceding twenty trading days, or if no such reported sale of the Shares shall have occurred on such date on such exchange or NASDAQ/NMS, as the case may be, on the preceding date on which there was such a reported sale on such exchange or NASDAQ/NMS, as the case may be; or 4 (iii) if the Common Shares are not listed for trading on a national securities exchange or authorized for quotation on NASDAQ/NMS, the average of the closing bid and asked prices as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or, if no such prices shall have been so reported for such date, on the next preceding date for which such prices were so reported. View More

FMV. Means the volume-weighted average closing price of a Share on the NASDAQ Stock Market over thirty consecutive trading days, as reported by Bloomberg.

FMV. Of a share of Common Stock as of a particular date shall mean: (a) If traded on a securities exchange, the Nasdaq National Market or the Nasdaq Small Cap Market, the Fair Market Value shall be deemed to be the average of the closing prices of the Common Stock of the Company on such exchange or market over the five (5) business days ending immediately prior to the applicable date of valuation; (b) If actively traded over-the-counter, the Fair Market Value shall be... deemed to be the average of the closing bid prices over the 30-day period ending immediately prior to the applicable date of valuation; and (c) If there is no active public market, the Fair Market Value shall be the value as determined in good faith by the Company's Board of Directors upon a review of relevant factors, including due consideration of the Registered Holders' determination of the value of the Company. View More

FMV. Of a share of Common Stock as of a particular date shall mean: (a) If traded on a national securities exchange or the Nasdaq Capital Market, the Fair Market Value shall be deemed to be the average of the closing prices of the Common Stock of the Company on such exchange or market over the five (5) Trading Days ending immediately prior to the applicable date of valuation; (b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the... average of the closing bid prices over the 10 Trading Days ending immediately prior to the applicable date of valuation; and (c) If there is no active public market, the Fair Market Value shall be the value as determined in good faith by the Company's Board of Directors upon a review of relevant factors, including due consideration of the Holder's determination of the value of the Company. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the board of directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by Holder. View More

FMV. The fair market value of a Warrant Share as of a specified date (the "date of calculation"), calculated as follows: (i) If the Common Stock is traded on the New York Stock Exchange, NASDAQ, another stock exchange or comparable system, the fair market value of the Warrant Shares shall be deemed to be the average of the closing bid and asked prices of the Common Stock during the ten consecutive trading days immediately preceding, but not including, the calculation date as reported on the New York... Stock Exchange, NASDAQ or such other exchange or comparable system; and (ii) In all other cases, the fair market value shall be determined in good faith by the Board of Directors of the Company in consultation with a financial advisor. View More

FMV. The fair market value of any security (including shares of Common Stock) as of a specified date (the "date of calculation"), calculated as follows: (i) If the security is listed or admitted for trading on a national securities exchange, the average of the closing prices of such security for the ten (10) consecutive trading days immediately preceding, but not including, the date of calculation, as reported by Bloomberg; (ii) If the security is not listed or admitted for trading on any national... securities exchange, and if prices for such security are then quoted on the OTC Bulletin Board, the average of the highest closing bid and lowest closing asked prices during such ten trading day period, as reported by Bloomberg; or (iii) If not listed or admitted for trading on any national securities exchange and not then listed or quoted on the OTC Bulletin Board and if prices for such security are then reported in the Pink Sheets published by Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average of the highest closing bid and lowest closing asked prices during such ten trading day period, as reported by Bloomberg; or (iv) In all other cases, as determined in good faith by the Board of Directors of the Company, following the receipt of a written valuation by an independent bank selected by the Board of Directors. View More