definiens: shall mean the closing selling price per share of Acquiror Common Stock at the close of regular - hourstrading ( i.e., 4:00 p.m. Eastern time ) on the date in question on the Qualified Stock Exchange as reported by a reputable agency ( e.g.,Yahoo ! Finance ), which may reflect closing prices as reported by multiple outlets on a consolidated basis . If there is no closingselling price for the Acquiror Common Stock on the date in question, then the Fair Market Value shall be the closing selling price onthe last preceding date for which such quotation exists . In the event Acquiror is not then listed on a Qualified Stock Exchange, theFair Market Value shall be equal to the average of the closing bid price and closing asked price on such date as quoted on theNational Association of Securities Dealers Automated Quotation System or such other market in which such prices are regularlyquoted ( including the Over - the - Counter Bulletin Board ), or if there have been no published bid or asked quotations with respect tothe Acquiror Common Stock on such date, Fair Market Value shall be the value established by Acquiror ’s Board of Directors in goodfaith and, if requested by the Stockholders ’ Agent, after considering the analysis of an industry - recognized valuation firm, the cost ofwhich has been borne equally by the Acquiror, on the one hand, and the Target Stockholders, on the other hand, pro rata inaccordance with their respective ownership interest in the Acquiror Common Stock at issue