definiens: means, for any date, the price determined by the first of the following clauses thatapplies : ( a ) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weightedaverage price of the Common Stock for such date ( or the nearest preceding date ) on the Trading Marketon which the Common Stock is then listed or quoted as reported by Bloomberg L.P. ( based on a TradingDay from 9:30 a.m. ( New York City time ) to 4:02 p.m. ( New York City time ) ), ( b ) if the Common Stock isthen listed or quoted for trading and neither OTCQB nor OTCQX is a Trading Market, the volumeweighted average price of the Common Stock for such date ( or the nearest preceding date ) on OTCQBor OTCQX, as applicable, ( c ) if the Common Stock is not then listed or quoted for trading on OTCQB orOTCQX and if prices for the Common Stock are then reported in the published by OTCMarkets Group, Inc. ( or a similar organization or agency succeeding to its functions of reporting prices),the most recent bid price per share of the Common Stock so reported, or ( d ) in all other cases, the fairmarket value of a share of Common Stock as determined by an independent appraiser selected in goodfaith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall bepaid by the Company