definiens: shall mean ( A ) the total number of sh ares of Parent Common Stock issued under Section 1.8(a)(vi ) above, multiplied by ( B ) $ 5.375 or the 3 0 - day Price, if applicable, divided by ( C ) 2,932,42 3 ( Shares of common stock of the Company calculated on a fully - d iluted basis immediately prior to the Effective Tim e ) . The total number of shares of Parent Common Stock to be issued as Merger Consideration under this Agreemen t shall be 3,250,000 and shall be allocated as specif ied in this Section 1.8(a ) and Section 1.11(b ) belo w, unless the arithmetic average of the Nasdaq National Market ( ) closing sale prices for Parent Common Stoc k ( as reported in the WALL STREET JOURNAL or, in the abse nce thereof, by another authoritative source ) for t he thirty ( 30 ) consecutive day period ending on the bu siness day immediately preceding the Closing Date i s greater than $ 6.41 per share ( the ) . If, on t he business day immediately preceding the Closing D ate, the price per share of Parent Common Stock exceeds the 30 - day Price, as described in the immediately prece ding sentence, then the total number of shares of Parent Common Stock to be issued under this Agreement sha ll be adjusted downward as follows : the value of the Merg er Consideration based on $ 6.41 per share ( $ 20,832, 500 ) would be divided by the 30 - day Price, and the resul ting quotient would be the total number of shares o f Parent Common Stock required to be issued under this Agree ment, which would then be allocated according to th e same formulas used to determine the allocation spec ified above in this Section 1.8(a ) and in Section 1 .11(b ), as described generally in Exhibit H