definiens: shall mean ( a ) any cash consideration paid pursuant to the Offer and the Merger, ( b ) any CompanyDistribution, and ( c ) any other cash or property ( other than shares of Parent Stock ) that is transferred, paid or distributed byParent ( or any Person related to Parent within the meaning of Treasury Regulation Section 1.368 - 1(e)(3 ) ) to holders of Sharesin exchange for Shares in connection with the Offer and Merger ( including any cash paid on account of dissenting shares andany payments of expenses incurred in connection with the disposition of fractional shares in the Offer and the Merger, butexcluding any payment pursuant to Section 1.04(g ) ) . The shall be the lowest of the following amounts : ( i ) theclosing Parent Stock trading price on the Valuation Date, ( ii ) the average between the high and low Parent Stock trading priceon the Valuation Date, and ( iii ) the volume weighted average of the trading price of all shares of Parent Stock traded on theValuation Date