definiens: is defined as the closing sale price of such security on the principal United States securities exchange or trading market on which such security is listed or traded as reported by the Nasdaq National Market ( or a comparable reporting service of national reputation ), or if the foregoing does not apply, the last reported sale price of such security in the over - the - counter mi;lrket on the electronic bulletin board for such security as reported by Nasdaq, or, if no sale price is reported for such security by Nasdaq, the average of the bid priceso ! any market makers for such security OCX : S0C\812228v5\13623.0021 EXECUTION COPY as reported in the " pink sheets ' by the National Quotation Bureau, Inc. If Market Price can not be established as described above, Market Price shall be the fair market.value of the Common Stock as determined in good faith by the Board of . Directors . The term shall .mean a day on which Nasdaq or the principal national securities exchange on which the Common Stock is listed or