definiens: means the following conditions with respect to any [COMPANY] Common Stock payable pursuant to each of the [COMPANY] 12 - Month Ca ll Option, the [COMPANY] 18 - Month Call Option, the He ska 12 - Month Put Option and the [COMPANY] 18 - Month Put Option, respectively : ( A ) such shares of [COMPANY] Common Stoc k shall be shares that are owned and have been held s ince the date hereof by any of the Continuing Membe rs ; and ( B ) the value of each share of [COMPANY] Common Stock, for the purposes of allocating the portion of the C uattro 12 - Month Call Unit Price, the [COMPANY] 18 - Month Call Un it Price, the [COMPANY] 12 - Month Put Unit Price and the [COMPANY] 18 - Month Put Unit Price, respectively, payable in s tock, shall be the average of the NASDAQ Official C lose Price of [COMPANY] Common Stock during the 10 Trading - D ay period ending on the date immediately prior to t he date of such applicable notice, respectively ; provi ded, however, that such value shall be not less tha n $ 5.00 per share ( subject to good faith adjustment by the boar d of directors of [COMPANY] to ratably account for any stock split, reverse stock split, stock dividend, recapitalizati on or other event affecting all shares of [COMPANY] Com mon Stock )