definiens: means, with respect to a Company Sale, the sum of the Upfront Acquisition Value and the Trailing Acquisition Value . For the purpose of determining Upfront Acquisition Value or Trailing Acquisition Value, the valuation of any securities or other non -cash a ssets paid as consideration with respect to a Company Sale shall be determined by reference to the operative transaction agreement(s ) for such Company Sale, provided that, if no such valuation is readily determinable from such operative transaction agreeme nt(s ), then : ( i)for securities primarily listed and quoted for trading on New York Stock Exchange, the NYSE Amex Equities ( formerly the American Stock Exchange ), the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or ot her securities exchange, the per share value shall be deemed to be the average of the closing prices of such securities on such exchange or market, as applicable, over the [ * * ] -day period ending [ * * ] days prior to the Company Sale Date ; ( ii)for securit ies primarily listed and quoted for trading on the OTC Bulletin Board or equivalent, the per share value shall be deemed to be the average of the closing bid prices over the [ * * ] -day period ending [ * * ] days prior to the Company Sale Date ; ( iii)for all other securities or for assets other than securities or cash, the value shall be determined in good faith by mutual agreement of Broad and Company ( or Company ’s acquirer or successor entity, as applicable )