definiens: means, with respect to a particular Trading Day, the closingprice per share of Common Stock on such Trading Day multiplied by the number ofshares of Common Stock outstanding as set forth on the cover page in the mostrecent of ( a ) Company ’s most recent quarterly report filed on Form 10 - Q with theSecurities and Exchange Commission under the Exchange Act or ( b ) Company’smost recent annual report filed on Form 10 - K with the Securities and ExchangeCommission under the Exchange Act, in each case ( a ) and ( b ) filed on or prior to suchTrading Day . In the event that Common Stock are not Public Securities, MarketCapitalization shall mean with respect to a particular Trading Day, the EnterpriseValue of Company and any Affiliate(s ) to which Company has materially contributedor transferred assets, as determined in the most recent Valuation Analysis prior tosuch date