definiens: means, for any security as of any date, the last closing trade price for such security prior to 4:00 p.m., New YorkCity time, on the principal securities exchange or trading market where such security is listed or traded, as reported by Bloomberg, L.P. ( oran equivalent, reliable reporting service mutually acceptable to and hereafter designated by Holders of a majority of the then - outstandingSeries A Preferred Stock and the Corporation ), or if the foregoing do not apply, the last trade price of such security in the over - the - countermarket on the electronic bulletin board for such security as reported by Bloomberg, L.P., or, if no last trade price is reported for such securityby Bloomberg, L.P., the average of the bid prices of any market makers for such security as reported on the OTC Pink Market by OTCMarkets Group, Inc. If the Closing Sale Price can not be calculated for a security on a particular date on any of the foregoing bases, theClosing Sale Price of such security on such date shall be the fair market value as determined in good faith by the Board of Directors of theCorporation