definiens: means, as of any date of determination, ( i ) in the case of a security, the average of the closing sale prices of such security during the 10 - day period immediately preceding such date of determination on the principal U.S. or foreign securities exchange on which such security is listed or, if such security is not listed or primarily traded on any such exchange, the average of the closing sale prices or the closing bid quotations of such security during the 10 - day period preceding such date of determination on the Nasdaq National Market or any comparable system then in use or, if no such quotations are available, the fair market value of such security as of such date of determination as determined in good faith by a majority of the Independent Directors ( or, in the case of < PAGE > 5 any securities payable as part of the Third Party Sale Value Consideration, by the arbitrator(s ) pursuant to Section 4.01(d ) to the extent applicable ) ; and ( ii ) in the case of property other than cash or a security, the fair market value of such property on such date of determination as determined in good faith by a majority of Independent Directors