definiens: means an amount of cash equal to the value of the Equity Merger Consideration that aNon - Conforming Unitholder would have been entitled to receive as Closing Consideration or Additional Merger Consideration, if any, but for the failure of such Non - Conforming Unitholder to deliver to the Company prior to such date of issuance an Accredited InvestorQuestionnaire ; provided, however, that for purposes of assigning a value attributable to the Class A Shares that would have beenissued to such Non - Conforming Unitholder, each Class A Share shall be valued at a per share price equal to the volume - weightedaverage price of the Class A Shares on the New York Stock Exchange, or such other securities market or stock exchange on whichthe Class A Shares then principally trade, for the ﬁve ( 5 ) trading days ending on the trading day immediately preceding the date ofproposed issuance