definiens: means, as of any date, the average of the closing sale prices for the Common Stock on the New York Stock Exchange ( or, if the Common Stock does not trade on the N ew York Stock Exchange during such period, on the primary national securities exchange or another nationally recognized trading system on which the Common Stock trades during such period ) over the trading days included in the 30 calendar days immediately preceding such date ( subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Common Stock occurring during such period ) ; provided, however, that if the Common Stock does not trade on a national securities exchange or another nationally recognized trading system during such period, the 30 - Day Average Common Stock Trading Price as of such date shall be the Fair Market Value ( as defined below ) of the Common Stock as of such date, determined in accordance with clause ( 2 ) of the definition of Fair Market Value set forth below