Volume Weighted Average Trading Price. Means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Securities Exchange during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Securities Exchange publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Securities Exchange publicly announces is the official close of trading), as reported by Bloomberg through its
... "Volume at Price" function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the OTC Link or "pink sheets" by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Volume Weighted Average Trading Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Volume Weighted Average Trading Price of such security on such date shall be the fair market value as mutually determined by the Corporation and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.
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