definiens: shall mean, with respect to any Voting Securities as at any date of determination, the volume weightedaverage of the daily market prices of such Voting Securities over the twenty ( 20 ) consecutive trading days immediatelypreceding, but not including, such date of determination . For purposes of this definition, the for anytrading day shall be ( i ) the volume weighted average sale price of all sales of such Voting Securities during the principaltrading session on such trading day, on NASDAQ ( or if no sale was made on NASDAQ on such trading day, the national stockexchange that experienced the highest volume of trades in such Voting Securities on such trading day ) ; ( ii ) if such VotingSecurities are not-4- then admitted for trading on NASDAQ or listed on a national stock exchange, the average of the last reported closing bid andask prices of such Voting Securities on such trading day in the over - the - counter market, as furnished by the NationalQuotation Bureau, Incorporated ( or similar organization or agency succeeding to its function of reporting security prices ) ; or(iii ) if there is no such organization or agency, the average of the last reported closing bid and ask prices of such VotingSecurities on such trading day as furnished by any member of the National Association of Securities Dealers, Inc. mutuallyselected by the Company and the Shareholder or, if they can not agree on such selection, as selected by two such members ofthe National Association of Securities Dealers, Inc., one of which shall be selected by the Company and one of which shall beselected by the Shareholder