definiens: means, as of any time, other than with respect to a request for conversion under Section 5, the intrinsic value of an Ordinary Share, as dete rmined by the Board in good faith after taking into account any relevant factors that the Board de ems determinative of the value of the Ordinary Shar es on the following basis : ( a ) prior to the existence of a pu blic market for the Ordinary Shares, the value of t he Ordinary Shares as determined in good faith by the Board bas ed on an independent third party engaged by the Com pany, at the Company ’s expense, to calculate the fair market value of Ordinary Shares ; or ( b ) if a public marke t for the Ordinary Shares exists, ( i ) the closing price on su ch day of the Ordinary Shares as reported on the pr incipal securities exchange on which the Ordinary Shares ar e then listed or admitted to trading or ( ii ) if not so reported, as furnished by any member of FINRA selected by the Board . For purposes of determining the Fair Market Value of an Ordinary Share, such value shall in no event take into account any options to acquire Shares, [ * * * ] Certain information in this document has been omitted and filed separately with the Securities a nd Exchange Commission . Confidential treatment has been request ed with respect to the omitted portions