definiens: means ( i ) any Stockholder whoas of the date hereof holds of record no greater than one thousand ( 1,000)shares of Company Common Stock, ( ii ) any Stockholder as of the Effective Timewho obtained Company Common Stock on or after the date hereof through theexercise of one or more Stock Options and who holds no greater than one thousand(1,000 ) shares of Company Common Stock as of the Effective Time as a result ofsuch exercise(s ), and ( iii ) any other Stockholder or Stockholders who holdCompany Common Stock at the Effective Time who the Board of Directors of theCompany may determine to include among the group of Cash Payment Stockholderspursuant to the authority enuring to the Board of Directors under the CharterAmendment, on the basis of one or more of the factors or criteria provided forthereunder . Each of the Cash Payment Stockholders shall be paid by Buyer andMerger Sub, subject to the terms and provisions hereof otherwise applicable, their proportionate share of the Merger Consideration entirely in cash