definiens: shall mean a price per sh are ( subject to adjustments for stock splits and the like ) for capital stock in excess of the Fair M arket Value, where the equals : ( i ) if the capital stock is traded on a national ex change ( e.g., NYSE, NASDAQ or similar regulated exchange ), then the lesser of ( A ) the closing sale price of a share of such capital stock as reported on the national exchange on the trading day immediatel y prior to announcement of the applicable transaction or ( B ) average closing sale price of a share of such capital stock as reported on the national exchange for the five ( 5 ) trading days imm ediately preceding, and the five ( 5 ) trading days including and following, the date of the announceme nt of the applicable transaction ; or ( ii ) if the capital stock is not traded on a national exchange, the amount determined in good faith by the COMPANY ’s Board of Directors to be the then current fair market value of such capital stock based upon timing, market and other relevant conditions