definiens: Market Price " shall mean for purposes of this Section 17, ( i ) inthe case of a Cash Offering, the purchase price per share to be paid by thepurchaser of New Securities in the Cash Offering ; provided, however, that in theevent of any stock dividend, stock split, combination of shares, recapitalization or other similar change in the capital structure of the Companywhich affects or relates to the Common Stock, the Market Price shall be adjustedproportionately and ( ii ) in the case of a Non - Cash Offering, ( A ) the average ofthe last reported sales prices for the Common Stock as of the end of regulartrading hours as reported on the NASDAQ National Market, the NASDAQ Small CapMarket or any other national securities exchange or nationally recognizedtrading system on which the Common Stock is then listed or approved forquotation, for the twenty consecutive trading day period ending on the earlierof ( x ) the last trading day prior to public announcement of the Non - CashOffering and ( y ) the closing of the Non - Cash Offering, ( B ) if the Common Stockis not listed or approved for quotation on the NASDAQ National Market, theNASDAQ Small Cap Market or any other national securities exchange or nationallyrecognized trading system during such twenty - day period, the average of the lastreported sales prices for the Common Stock as of the end of regular tradinghours as reported on the Over - The - Counter Bulletin Board, Bulletin BoardExchange or the Pink Sheets ' Electronic Quotation Service ( and if there are noreported sales prices for the Common Stock, the volume - weighted arithmeticaverage of the last reported bid and asked prices as of the end of regulartrading hours ) for such twenty - day period, ( C ) if the Common Stock is not tradedor quoted during such twenty - day period, the fair market value per share asmutually determined by the Investor and the Company or, if the Investor and theCompany are unable to mutually agree within five ( 5 ) Business Days of deliveryof the Offer, as determined by an Independent Appraiser, jointly appointed bythe parties ( the expenses of which will be paid by the Investor ) ; provided, however, that in the event of any stock dividend, stock split, combination ofshares, recapitalization or other similar change in the capital structure of theCompany during such twenty - day period which affects or relates to the CommonStock, the Market Price shall be -17-<PAGE > adjusted proportionately or ( D ) if the Offer relates to securities other thanCommon Stock, the fair market value per share as mutually determined by theInvestor and the Company or, if the Investor and the Company are unable tomutually agree within five ( 5 ) Business Days of delivery of the Offer to theInvestor, as determined by an Independent Appraiser, jointly appointed by theparties ( the expenses of which will be paid by the Investor )