definiens: means, for any date, the price determined by the first of the following clauses that applies:(a ) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock forthe time in question ( or the nearest preceding date ) on the Trading Market on which the Common Stock isthen listed or quoted as reported by Bloomberg L.P. ( based on a Trading Day from 9:30 a.m. ( New York Citytime ) to 4:02 p.m. ( New York City time ) ), ( b ) if OTCQB or OTCQX is not a Trading Market, the volumeweighted average price of the Common Stock for such date ( or the nearest preceding date ) on OTCQB orOTCQX as applicable, ( c ) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQXand if prices for the Common Stock are then reported in the published by OTC Markets Group, Inc. ( or a similar organization or agency succeeding to its functions of reporting prices ), the most recent bidprice per share of the Common Stock so reported, or ( d ) in all other cases, the fair market value of a share ofCommon Stock as determined by an independent appraiser selected in good faith by the Purchaser andreasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company