definiens: means an amount equal to ( A ) ( i ) 17,600,000, minus ( ii ) the quotient of the aggregate Option CancellationPayments made by the Company in accordance with Section 1.6(d ) hereof divided by the Parent Common StockValue and rounded to the nearest whole number ( the ) ( the ), dividedby ( B ) an amount equal to the sum of ( x ) the aggregate number of Shares of Company Common Stock issued andoutstanding immediately prior to the Merger 1 Effective Time, ( y ) the aggregate number of Shares of CompanyCommon Stock issuable pursuant to restricted stock units issued under the Company Stock Plans issued andoutstanding immediately prior to the Merger 1 Effective Time ( the ) ( aftergiving effect to any accelerated vesting as a result of the transactions contemplated by this Agreement ), and ( z ) theaggregate number of Shares of Company Common Stock 3Table of Contentsinto which the Company Options issued and outstanding immediately prior to the Merger 1 Effective Time, if any, would be exercisable ( after giving effect to any accelerated vesting as a result of the transactions contemplated bythis Agreement ), but without counting ( 1 ) the Company Options which will be canceled in accordance withSection 1.6(d ) hereof prior to the Merger 1 Effective Time and ( 2 ) the aggregate number of Shares of CompanyCommon Stock issuable upon exercise of Company Options which are excluded pursuant to the final paragraph ofthis subsection ( a ), ( collectively, the ) ; provided, however, that notwithstanding the foregoing, ( 1 ) ifthe Parent Common Stock Value is greater than $ 3.75 but not greater than $ 4.50, then the Numerator shall be equalto an amount that is the quotient of ( I)(a ) $ 66,000,000 minus ( b ) the aggregate Option Cancellation Paymentsdivided by ( II ) such Parent Common Stock Value, ( 2 ) if the Parent Common Stock Value is greater than $ 4.50, thenthe Numerator shall be equal to 14,700,000 minus the Option Cancellation Amount, or ( 3 ) if the Parent CommonStock Value is less than $ 3.00, then the Numerator shall be equal to an amount that is the quotient of ( A)(x)$52,800,000 minus ( y ) the aggregate Option Cancellation Payments divided by ( B ) such Parent Common StockValue, but in no event shall the Numerator exceed 18,000,000 . means the volumeweighted average of the per share daily closing prices of a share of Parent Common Stock on The Nasdaq GlobalMarket, as reported in The Wall Street Journal during the 20 consecutive trading days ending on the fifth tradingday prior to the date that the Company Stockholders ’ Meeting is held . The Exchange Ratio shall be calculated tothe nearest one - ten thousandth of a share of Parent Common Stock and the Parent Common Stock Value shall becalculated to the nearest one - tenth of a cent;(ii)(A ) if the Parent Common Stock Value is equal to or greater than $ 2.38, but less than $ 3.00, per share cashconsideration, if any, in an amount equal to the quotient obtained by dividing ( 1 ) an amount equal to(x ) $ 52,800,000 minus the aggregate Option Cancellation Payments less ( y ) an amount equal to the product of suchParent Common Stock Value multiplied by the Numerator, by ( 2 ) the Denominator ; and ( B ) if the Parent CommonStock Value is less than $ 2.38, per share cash consideration in an amount equal to the quotient obtained by dividing(x ) $ 10,000,000 minus the aggregate Option Cancellation Payment by ( y ) the Denominator . Any cash considerationpayable pursuant to this Section 1.6(a)(ii ) shall be made without interest and herein referred to as the ; and(iii ) one contingent value right ( a ) which shall be subject to the terms and conditions of a contingentvalue rights agreement ( the ) substantially in the form attached hereto as Exhibit 1.6, andproviding for an aggregate of $ 15 million in cash payable to the holders of the CVRs under certain circumstances