definiens: means ( a ) with respect to investment by a Third Party in exchange f or equity securities of [COMPANY], ( i ) for so long as [COMPANY] ’ common stock is publicly traded on a securities exchange, the volume weighted average closing price of a share of [COMPANY] ’ common stock on the principal exchange on which such stock is then trading for the ten ( 10 ) trading days ending on the date that is twenty ( 20 ) trading days on such exchange prior to the first public announcement of such equity investment, and ( ii ) if [COMPANY] ’ common stock is no longer publicly traded on a securities e xchange, the fair market value of a share of common stock of [COMPANY] as of the date of closing such investment as determined in good faith by the board of directors of [COMPANY], taking into account such factors and for such time period as the board of d irectors of [COMPANY] reasonably deems is appropriate, and agreed to by KHK, such agreement not to be unreasonably withheld, delayed, or conditioned, and ( b ) with respect to any non - cash consideration ( other than equity securities ), the fair market value of such consideration as determined in good faith by the board of directors of [COMPANY] and agreed to by KHK, such agreement not to be unreasonably withheld, delayed, or conditioned