Definitions; Consideration Sample Clauses

Definitions; Consideration. (a) The "Applicable Fraction" shall be determined by ------------------- dividing (i) the "Net Acquirer Shares" (as defined below) less the Preferred ------------------- Stock Consideration (as defined above) by (ii) the sum of (A) the number of shares Target Common Stock outstanding at the Effective Time and (B) the total number of shares of Target Common Stock issuable upon exercise of all Target Options outstanding at the Effective Time (excluding the unvested nonemployee options held by Altiris employees which options will terminate by their terms upon the closing of the Merger) ("Outstanding Target Options") (the number of shares referred to in -------------------------- clause (ii) being referred to herein as the "Fully-Diluted Target Common --------------------------- Stock"). -----