definiens: ‘ ) shall mean the average of the closing price s of such security ’s sales on the principal securit ies exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at t he end of such day, or, if on any day such security is not so listed, the average of the last sale prices quoted in the NASDAQ System, or if on any day such security i s not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over - the - counter market as reporte d by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of five ( 5 ) days consisting of the day prior to the day as of which is being determined and the five ( 5 ) consecutive busin ess days prior to such day . If at any time such sec urity is not listed on any securities exchange or quoted in the NASDAQ System or the over - the - counter market, the shall be the fair value thereof as determined in good faith by the Company ’s Board of Directors