definiens: means on any particular ( a ) if the Common Stock is traded on the Nasdaq Capital Market, the Nasdaq Global Market orthe Nasdaq Global Select Market ( or their successors ), the average of the closing prices of the Common Stock of the Company onsuch market over the five Trading Days ending immediately prior to the effective date of the exercise ; ( b ) if the Common Stock is traded on any registered national stock exchange but is not tradedon the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market ( or their successors ), the average ofthe closing prices of the Common Stock of the Company on such exchange over the five Trading Days ending immediately priorto the effective date of the exercise ; ( c ) if the Common Stock is traded over - the - counter, but not on the Nasdaq Capital Market, theNasdaq Global Market, the Nasdaq Global Select Market or a registered national stock exchange, the average of the closing bidprices over the 30 - day period ending immediately prior to the effective date of the exercise ; and ( d ) if there is no active public market for the Common Stock, the value thereof, as determinedin good faith by the Board of Directors of the Company upon due consideration of the proposed determination thereof by theHolder