definiens: means, with respect to a Company Sale, the amount equal to thetotal gross non - contingent consideration paid or payable ( regardless of whether suchconsideration is paid or payable in cash, stock, by assumption of debt or otherwise)by the acquirer ( or its designees, successors or assigns, as applicable ) in a CompanySale, with such amount grossed up for any applicable Deduction taken . For thepurpose of determining Acquisition Value, the valuation of any securities or other non - cash assets paid or payable as consideration with respect to a Company Sale shallbe determined by reference to the operative transaction agreement(s ) for suchCompany Sale, provided that, if no such valuation is readily determinable from suchoperative transaction agreement(s ), then : ( a ) for securities primarily listed and quoted for trading on New York Stock Exchange, the NYSE Amex Equities ( formerly the American Stock Exchange ), the NASDAQGlobal Select Market, the NASDAQ Global Market, the NASDAQ Capital Market orother securities exchange, the per share value shall be deemed to be the average ofthe closing prices of such securities on such exchange or market, as applicable, overthe [ * * ] -day period ending [ * * ] days prior to the Company Sale Date ; ( b ) for securities primarily listed and quoted for trading on the OTC Bulletin Board orequivalent, the per share value shall be deemed to be the average of the closing bidprices over the [ * * ] -day period ending [ * * ] days prior to the Company Sale Date ; ( c ) for all other securities or for assets other than securities or cash, the value shall bedetermined in good faith by mutual agreement of Broad and Company ( or Company’sacquirer or successor entity, as applicable ) . If the parties are not able to agree in goodfaith on such value within [ * * ] days after payment of such securities or property, thensuch dispute will be handled pursuant to Section 7.3(Dispute Resolution ) of the Agreement