definiens: shall mean the percentage determined by dividing:(a ) the sum of : ( i ) the aggregate value of the shares of Parent Common Stock to be issued in the Merger ( based on the meanof the highest and the lowest market prices of Parent Common Stock on the Closing Date ) and ( ii ) the product of ( x ) the number ofshares of Company Common Stock owned by Parent on the Closing Date and ( y ) the sum of ( A ) the Stock Portion ( based on the meanof the highest and the lowest market prices of Parent Common Stock on the Closing Date ) and ( B ) the Cash Portion by(b ) the sum of : ( i ) the amount determined in clause ( a ) above, ( ii ) the aggregate amount of cash to be paid in the Merger(not including cash to be paid for fractional shares pursuant to Section 2.2(e ) ), ( iii ) the product of ( x ) the number of record holders ofCompany Common Stock on the Closing Date and ( y ) the Measurement Price less one cent, and ( iv ) the product of ( x ) the number ofshares of Company Common Stock as to which dissenters ’ rights have been exercised under the DGCL at or prior to the Closing and(y ) $ 72.00