definiens: means the daily volume weighted average of actual closing prices measured in hundredths of cents ofAcquiror Common Stock on the Qualified Stock Exchange for the ten consecutive trading days immediately prior to an ApplicableMilestone Date ( or the Closing Date for purposes of Section 2.6(g ) ) . In the event Acquiror is not then listed on a Qualified StockExchange, the shall be equal to the average of the closing bid price and closing asked price for the ten consecutivetrading days immediately prior to an Applicable Milestone Date ( or the Closing Date for purposes of Section 2.6(g ) ) as quoted on theNational Association of Securities Dealers Automated Quotation System or such other market in which such prices are regularlyquoted ( including the Over - the - Counter Bulletin Board ) . If there have been no published bid or asked quotations with respect to theAcquiror Common Stock on an Applicable Milestone Date ( or the Closing Date for purposes of Section 2.6(g ) ), the shall be the value established by the board of directors ( the ) of Acquiror in good faith and, if requested by theStockholders ’ Agent, after considering the analysis of an industry - recognized valuation firm, the cost of which has been borneequally by the Acquiror, on the one hand, and the Target Stockholders, on the other hand, pro rata in accordance with theirrespective ownership interest in the Acquiror Common Stock at issue