definiens: means ( a ) with respect to investment by a Third P arty in exchange for equity securities of AEVI, ( i ) for so long as AEVI ’s commo n stock is publicly traded on a securities exchange, the volume weighted average closing price of a share of AEVI ’s common stock on the principal exchange on which su ch stock is then trading for the ten ( 10 ) trading days endin g on the date that is twenty ( 20 ) trading days on s uch exchange prior to the first public announcement of such equi ty investment, and ( ii ) if AEVI ’s common stock is n o longer publicly traded on a securities exchange, the fair market value of a share of common stock of AEVI as of the date of closing such investment as determined in good fa ith by the board of 6 directors of AEVI, taking into account such factors and for such time period as the board of directors of AEVI reasonably deems is appropriate, and agreed to by K KC, such agreement not to be unreasonably withheld, delayed, or conditioned, and ( b ) with respect to any non - cash consideration ( other than equity securitie s ), the fair market value of such consideration as determined in good f aith by the board of directors of AEVI and agreed t o by KKC, such agreement not to be unreasonably withheld, del ayed, or conditioned