If for any day the Closing Price of a share of TCI Stock is not determinable by any of the foregoing means, then the Closing Price for such day shall be determined in good faith by TCI on the basis of such quotations and other considerations as TCI may deem appropriate.
At the closing, if TCI has elected to pay all or a portion of the purchase price in shares of TCI Stock, it shall enter into a registration rights agreement with Grantee, providing Grantee registration rights with respect to the shares so delivered on the terms and subject to the conditions contained in TCI's standard form of such agreement with such variations as the parties agree.
If TCI elects to pay all or any portion of the purchase price for the Option Shares in shares of TCI Stock, said shares shall be valued for such purpose on the basis of the average of the daily Closing Prices of the TCI Stock during the period of 10 consecutive trading days commencing 20 trading days prior to the closing of such purchase.
If the Company elects to pay all or any portion of the Cash Value in shares of Company Common Stock or TCI Stock, said shares shall be valued for such purpose at the most recent Closing Price thereof preceding the date of delivery of such shares to Grantee.
Gordon acknowledges and agrees that, upon acceptance of the Continuing Offer with respect to any Common Units into which any of the Series E Units may be converted, Gordon may not resell any shares of TCI Stock issued in exchange for such Common Units until the Registration Statement is effective, unless an exemption from the registration requirements is available.