definiens: means, for any security as of any date, ( a ) the last reported closing bid price for such security on thePrincipal Trading Market, as reported by Bloomberg Financial Markets, or ( b ) if the Principal Trading Market begins tooperate on an extended hours basis and does not designate the closing bid price then the last bid price of such securityprior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or ( c ) if the foregoing do not apply, the last closing price of such security in the over - the - counter market on the electronic bulletin board for such security asreported by Bloomberg Financial Markets, or ( d ) if no closing bid price is reported for such security by BloombergFinancial Markets, the average of the bid prices of any market makers for such security as reported in the by Pink OTC Markets Inc. If the Closing Bid Price can not be calculated for a security on a particular date on any of theforegoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determinedby the Company and the Purchaser . All such determinations shall be appropriately adjusted for any stock dividend, stocksplit, stock combination or other similar transaction during the applicable calculation period