definiens: means an amount equal to the average of the per share closing prices of Parent Common Stock asreported by The NASDAQ National Market for the ten trading days ending two ( 2 ) trading days prior to the Closing Date, rounded to the second decimal point, provided that, in the event that Parent changes the number of shares of Parent CommonStock or securities convertible or exchangeable into or exercisable for shares of Parent Common Stock, issued andoutstanding as a result of a reclassification, stock split ( including a reverse split ), stock dividend or distribution ( includingany dividend or distribution of securities convertible into shares of Parent Common Stock ), recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction, and such event affects the per share closing price ofthe Parent Common Stock during such ten day period, the closing prices of the Parent Common Stock so affected shall beadjusted to give equitable effect to such event