definiens: ) means, as of any particular date, in United States Dollars : ( a ) the volume weighted average of the closing sales prices of theSubject Stock for such day on all domestic or foreign securities exchanges on which the Subject Stock may at thetime be listed ; ( b ) if there have been no sales of the Subject Stock on any such exchange on any such day, theaverage of the highest bid and lowest asked prices for the Subject Stock on all such exchanges at the end of suchday ; ( c ) if on any such day the Subject Stock is not listed on a domestic or foreign securities exchange, the closingsales price of the Subject Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotationsystem or association for such day ; or ( d ) if there have been no sales of the Subject Stock on the OTC BulletinBoard, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bidand lowest asked prices for the Subject Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similarquotation system or association at the end of such day ; in each case, averaged on a volume - weighted basis overtwenty ( 20 ) consecutive Business Days ending on the Business Day immediately prior to the day as of which is being determined ; provided, that if the Subject Stock is listed on any securities exchange, the term as used in this sentence means Business Days on which such exchange is open for trading . If at anytime the Subject Stock is not listed on any domestic or foreign securities exchange or quoted on the OTC BulletinBoard, the Pink OTC Markets or similar quotation system or association, the of the Subject Stockshall be the fair market value per share as determined jointly by the Board of Directors or similar governing body ofthe issuer of the Subject Stock ( for purposes of this definition, the ) and the holder of such Subject Stock ( forpurposes of this definition, the ) ; provided, that if the Board and Holder are unable to agree on the fair marketvalue per share of the Subject Stock within a reasonable period of time ( not to exceed 10 Business Days from thedate on which is being determined ), such fair market value shall be determined by a nationallyrecognized investment banking, accounting or valuation firm in the United States jointly selected by the Board andHolder . The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firmshall be borne equally by the issuer of the Subject Stock and Holder . In determining the Fair Market Value of theSubject Stock, an orderly sale transaction between a willing buyer and a willing seller shall be assumed, usingvaluation techniques then prevailing in the securities industry without regard to the lack of liquidity of the SubjectStock due to any restrictions ( contractual or otherwise ) applicable thereto or any discount for minority interests andassuming full disclosure of all relevant information and a reasonable period of time for effectuating such sale andassuming the sale of all of the issued and outstanding Subject Stock ( including fractional interests ) calculated on afully diluted basis to include the conversion or exchange of all securities then outstanding that are convertible into orexchangeable for Subject Stock and the exercise of all rights and warrants then outstanding and exercisable topurchase shares of Subject Stock or securities convertible into or exchangeable for shares of Subject Stock;provided, that such assumption shall not include those securities, rights and warrants ( a ) owned or held by or for theaccount of the issuer of the Subject Stock or any of its subsidiaries, or ( b ) convertible or exchangeable into SubjectStock where the conversion, exchange or exercise price per share is greater than the Fair Market Value