definiens: shall mean a revers e stock split of [COMPANY] ’s currently outstanding shares of Common Stock, and ( ii ) shall mea n a merger pursuant to which [COMPANY] becomes a wholly owned subsidiary of a public reporting com pany ( such public reporting company, the ) that is contemplated to occur shortly fol lowing the Reverse Stock Split . Further, Nerviano may elect, by delivering to [COMPANY] written notice o f such election no later than ten ( 10 ) days after t he Effective Date, to receive up to One Million United States Dollars ( $ 1,000,000 ) of the initial fee under Section 4.1(a ) of this Agreement in shares of the Issuer ’s Common Stock at the per share price utilized in the Financing and on substantially the same other terms as the Financing and subject to al l applicable law, including without limitation custom ary representations relating to the issuance of such shares under Regulation S promulgated under th e Securities Act of 1933, as amended, and in the event of an election under this sentence, the a mount of such initial fee that shall be payable by [COMPANY] in cash on the due date therefor shall be re duced by the product of ( A ) the number of shares of the Issuer ’s Common Stock so elected to be recei ved by Nerviano, multiplied by ( B ) the per share price utilized in the Financing