definiens: means, as of any applicable date, ( a ) with respect to each share of Series APreferred Stock, the Series A Preference Amount plus the Common Per Share Merger Consideration, ( b ) with respect to each share ofSeries B Preferred Stock, the Series B Preference Amount plus the Common Per Share Merger Consideration, ( c ) with respect to each shareof Series C Preferred Stock, the Series C Preference Amount plus the Common Per Share Merger Consideration and ( d ) with respect to eachshare of Series D Preferred Stock, the Series D Preference Amount plus the Common Per Share Merger Consideration, provided, however, in each case, that if, after taking into account the applicable Participation Cap ( as defined in the Company Charter ), the foregoingcalculations would result in a holder of the applicable class of Company Preferred Stock being entitled to receive greater consideration ifsuch shares of Company Preferred Stock were converted into Company Common Stock, then the holders of the applicable class ofCompany Preferred Stock will be -21 - deemed to have converted into shares of Company Common Stock as of immediately prior to the Effective Time and shall be entitled toreceive Common Per Share Merger Consideration