definiens: and means, for any security as of any date, the last closingbid price and last closing trade price, respectively, for such security on the Trading Market, as reported byBloomberg, prior to 4:00:00 p.m., New York Time, or, if the foregoing do not apply, the last closing bidprice or last trade price, respectively, of such security in the over - the - counter market on the electronicbulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the by Pink Sheets LLC(formerly the National Quotation Bureau, Inc. ) . If the Closing Bid Price or the Closing Sale Price can not becalculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or theClosing Sale Price, as the case may be, of such security on such date shall be the fair market value asmutually determined by the Company and the Holder . If the Company and the Holder are unable to agreeupon the fair market value of such security, then such dispute shall be resolved pursuant to Section 15