definiens: means the dollar figure equal to the product of the number of shares of Buyer Common Stockissued and outstanding multiplied by the Average Trading Price . For the purpose of any computation hereunder, the per share of Buyer Common Stock on any date shall be deemed to be the average of the daily closing price pershare of such shares for the ten consecutive trading days immediately prior to such date ; provided, however, if prior to theexpiration of such requisite ten trading day period the issuer announces either ( i ) a dividend or distribution on BuyerCommon Stock payable in such shares or securities convertible into such shares or ( ii ) any subdivision, combination orreclassification of Buyer Common Stock, then, following the ex - dividend date for such dividend or the record date for suchsubdivision, as the case may be, the shall be properly adjusted to take into account such event . Theclosing price for each day shall be, if the shares are listed and admitted to trading on a national securities exchange, asreported in the principal consolidated transaction reporting system with respect to securities listed on the principal nationalsecurities exchange on which such the Buyer Common Stock is listed or admitted to trading or, if such shares are not listed oradmitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the lowest bid price in theover - the - counter market, as reported by The NASDAQ Stock Market, Inc. ’s OTC Bulletin Board service or such other systemthen in use . If the Buyer Common Stock is not publicly held or not so listed or traded or if, for the ten days prior to such date, no market maker is making a market in such shares, the Average Trading 7Price of such Buyer Common Stock on such shares shall be deemed to be the fair value of such shares as determined in goodfaith by the Buyer ’s Board of Directors . The term shall mean, if such shares are listed or admitted to trading onany national securities exchange, a day on which the principal national securities exchange on which the Buyer CommonStock is listed or admitted to trading is open for the transaction of business or, if such shares are not listed or admitted, aBusiness Day