definiens: means, as of any date, the average of the closing sale prices for the Common Stock on the New York Stock Exchange ( or, if the Common Stock does not trade on the New York Stock Exchange during such period, on the primary national securities exchange or another nationally recognized trading system on which the Common Stock trades during such period ) over the trading days included in the 30 calendar days immediately preceding such date ( subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Common Stock occurring during such period ) ; provided, however, that if the Common Stock does not trade on a national securities exchange or another nationally recognized trading system during such period, the 30 - Day Average Common Stock Trading Price as of such date shall be the Fair Market Value ( as defined below ) of the Common Stock as of such date, determined in accordance with clause ( 2 ) of the definition of Fair Market Value set forth below