definiens: and means, for any security as of any date, the last closing bid price and last closing trade price, res pectively, for such security on the Principal Marke t, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not de signate the closing bid price or the closing trade price, as th e case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m ., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market whe re such security is listed or traded as reported by Bloombe rg, or if the foregoing do not apply, the last clos ing bid price or last trade price, respectively, of such security in the over - the - counter market on the electronic bull etin board for such security as reported by Bloomberg, or, if no c losing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any mar ket makers for such security as reported in the by OTC Pink Markets, Inc. ( formerly the National Qu otation Bureau, Inc. ) . If the Closing Bid Price or the Clos ing Sale Price can not be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may b e, of such security on such date shall be the fair market valu e as determined in good faith by the Board of Direc tors of the Company . All such determinations to be appropriatel y adjusted for any stock dividend, stock split, sto ck combination or other similar transaction during the applicable calculation period