definiens: shall mean the greater of ( 1 ) the Closing Celular ity Share Price ( only if the Financing has occurred ), and ( 2 ) the value of o ne [COMPANY] Share based on the fair market value of [COMPANY], calculated as of the date that such payment is to b e made to a [COMPANY] Indemnified Person for such Loss, with such determination of fair market value to be made in good faith by mutual written agreement of Celula rity and TNK ; provided, however, that if [COMPANY] and TNK can not mutually agree on the fair market value of C elularity, then [COMPANY] and TNK shall mutually agree in wri ting upon an independent third party valuation firm, which shall be instructed to make a determination of the fair market value of [COMPANY] as if all of Celula rity ’s equity were being sold in a single transaction, assuming a willing buyer and a willing seller, to the highest bidder pursuant to a competitive auction process where the objectiv e is to obtain the highest price reasonably obtaina ble for [COMPANY] as a whole ( without liquidity or marketa bility or minority discounts ) . The determination by the independent third party valuation firm will be made within ten ( 10 ) Business Days after its retention and will be final and binding upon the parties ; provided, ho wever, that in no event shall the Value of one Celu larity Share based on the fair market value of [COMPANY] as det ermined by the independent valuation firm be lower than the Closing [COMPANY] Share Price . The fees, costs and expenses of the independent third party valuation firm will be borne by TNK