definiens: shall mean the average of the per share dail y closing price of WatsonCommon Stock as quoted on the Nasdaq National Marke t ( ) ( and as reportedby The Wall Street Journal or, if not reported ther eby, by another authoritativesource ) during the ten ( 10 ) consecutive trading day s ending two trading daysprior to the Closing Date ; provided, however, that ( A ) if the Average ClosingPrice is greater than $ 35.00 ( appropriately adjuste d for any stock split, reverse stock split, stock dividend, reorganization, 4 < PAGE > 5recapitalization or other like change with respect to the [COMPANY] Common Stockoccurring after the date hereof and prior to the Ef fective Time ), for purposesof this Agreement, the Average Closing Price shall be deemed to be equal to$35.00 ( appropriately adjusted for any stock split, reverse stock split, stockdividend, reorganization, recapitalization or other like change with respect tothe [COMPANY] Common Stock occurring after the date he reof and prior to theEffective Time ) ; and ( B ) if the Average Closing Pri ce is less than $ 27.00(appropriately adjusted for any stock split, revers e stock split, stockdividend, reorganization, recapitalization or other like change with respect tothe [COMPANY] Common Stock occurring after the date he reof and prior to theEffective Time ), for purposes of this Agreement, th e Average Closing Price shallbe deemed to be equal to $ 27.00 ( appropriately adju sted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization or otherlike change with respect to the [COMPANY] Common Stock occurring after the datehereof and prior to the Effective Time ) ; ( ii ) the w ord when usedwith respect to any Person means any corporation or other organization, whetherincorporated or unincorporated, of which ( A ) at lea st fifty percent ( 50 % ) of thesecurities or other interests having by their terms ordinary voting power toelect a majority of the board of directors or other s performing similarfunctions with respect to such corporation or other organization is directly orindirectly owned or controlled by such Person or by any one or more of itsSubsidiaries ; or ( B ) such Person or any other Subsi diary of such Person is ageneral partner, it being understood that represent ations and warranties of aPerson concerning any former Subsidiary of such Per son shall be deemed to relateonly to the periods during which such former Subsid iary was a Subsidiary of suchPerson ; ( iii ) the word means an individual, a corporation, a limitedliability company, a partnership, an association, a trust or any other entity ororganization, including a government or political s ubdivision or any agency orinstrumentality thereof, or any affiliate ( as that term is defined in theSecurities Exchange Act of 1934, as amended, and th e rules and regulationspromulgated thereunder ( the ) ) of any of the foregoing ; ( iv ) theterm shall mean the Series A Pref erred Stock, Series BPreferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series EPreferred Stock together ; and ( v ) the term shall mean theSeries A Preferred Payout, the Series B Preferred P ayout, the Series C PreferredPayout, the Series D Preferred Payout and the Serie s E Preferred Payouttogether