definiens: means, as of the date of the occurrence of the Milestone Trigger : ( i ) if the UM B Ordinary Shares are traded on asecurities exchange, then the average of the Volume Weighted Average Price of a UM B Ordinary Share over a five ( 5 ) day trading periodending on the date of the occurrence of the Milestone Trigger ; ( ii ) if the UM B Ordinary Shares are traded over - the - counter, then the averageof the closing bid and asked prices of a UM B Ordinary Share quoted on the NASDAQ system ( or similar system ) over the five ( 5 ) day periodending on the date of the occurrence of the Milestone Trigger ; or ( iii ) if on such date the UM B Ordinary Shares are not listed on any securitiesexchange or quoted in the NASDAQ National Market or the over - the - counter market, then the price per share of a UM B Ordinary Share asdetermined in good faith by the Board of Directors of UM or, if requested by the Holder Representative, the price per share determined by amutually agreed independent third party appraiser