definiens: means, for any security as of any date, the dolla r volume - weighted average price for such security on the Pri ncipal Market during the period beginning at 9:30:0 1 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg through i ts function or, if the foregoing doe s not apply, the dollar volume - weighted average pri ce of such security in the over - the - counter market on the elec tronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as repo rted by Bloomberg, or, if no dollar volume - weighted average price is reported for such security by Bloomberg f or such hours, the average of the highest closing bid price and the lowest closing ask price of any of the mar ket makers for such security as reported in the by Pink OTC Markets Inc. If the Weighted Average Pr ice can not be calculated for such security on such date on any of the foregoing bases, the Weighted Averag e Price of such security on such date shall be the fair market value as mutually determined by the Company and th e Holder