definiens: means, for any trading day, the lastreported sales price regular way or, in case no such reported sale takes placeon such day, the average of the reported closing bid and asked prices regularway on such day, in either case on the NASDAQ National Market or, if such stockis not listed or admitted to trading on the NASDAQ National Market, on theprincipal national securities exchange on which such stock is then listed oradmitted to trading, or, if such stock is not then listed or admitted to tradingon any national securities exchange, the average of the closing bid and askedprices on such day in the over - the - counter market as furnished by any New YorkStock Exchange member firm selected from time to time by the Buyer . If none ofthe foregoing conditions is met with respect to shares of Buyer Common Stock, asthe case may be, the Buyer shall deliver a written proposal ( the ) to Seller for the Average Share Price, as applicable, based on thefair market value of such class of stock as of the date of such proposal . Within10 days of such proposal, the Seller shall notify Buyer in writing whether itagrees or disagrees with such Buyer Proposal . If the Seller agrees with suchBuyer Proposal ( or if it fails to provide any written notice within such 10 dayperiod ), then the Buyer Proposal shall be the Average Share Price . If the Sellerdisagrees with such Buyer Proposal, then the Seller and the Buyer shall eachpromptly retain an investment bank of recognized national standing ( a )