definiens: as of any day shall mean ( i ) the average last sale price ( or average closing bid and asked price if no sales were reported ) of the Common Stock on the Nasdaq National Market for the preceding 10 Business Days ; or ( ii ) if the Common Stock is not included in the Nasdaq National Market, the average closing price of the Common Stock on the principal national securities exchange on which the Common Stock is listed for the preceding 10 Business Days ; or ( iii ) if the Common Stock is not listed on a national securities exchange, the average of the high bid and the low asked price of the Common Stock in the over -the - counter market as reported for the preceding 10 Business Days ; or ( iv ) if no such quotations are available, the fair market value per share on such date as determined by an independent investment banker or appraiser, nationally recognized to be an expert in making such valuations, selected by mutual agreement of the C ompany and [COMPANY]