definiens: Closing Price " shall mean with respect to any securities on any day the closing sales price on such day or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, in each case on the Nasdaq National Market or New York Stock Exchange, as applicable, or, if such security is not listed or admitted to trading on such National Market or Exchange, on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices of such security on the over - the - counter market on the day in question as PHL_A 1260782 v 1 2 CONFIDENTIAL TREATMENT REQUESTED reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if hot so available, in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of [COMPANY], Inc. for that purpose, or a price determined in good faith by such Board of Directors, wQose determination shall be conclusive and described in a Board resolution