definiens: means ( a ) with respect to investment by a Third P arty in exchange for equity securities of AEVI, ( i ) for so long as AEVI ’s commo n stock is publicly traded on a securities exchange, the volume weighted average closing price of a share of AEVI ’s common stock on the principal exchange on which su ch stock is then trading for the ten ( 10 ) trading days endin g on the date that is twenty ( 20 ) trading days on s uch exchange prior to the first public announcement of such equi ty investment, and ( ii ) if AEVI ’s common stock is n o longer publicly traded on a securities exchange, the fair market value of a share of common stock of AEVI as of the date of closing such investment as determined in good fa ith by the board of directors of AEVI, taking into account such factors and for such time period as the board of di rectors of AEVI reasonably deems is appropriate, an d agreed to by KKC, such agreement not to be unreasonably withh eld, delayed, or conditioned, and ( b ) with respect to any non - cash consideration ( other than equity securitie s ), the fair market value of such consideration as dete rmined in good faith by the board of directors of AEVI and ag reed to by KKC, such agreement not to be unreasonab ly withheld, delayed, or conditioned