definiens: means with respect to each share of Series A-2 Preferred Stock at such point in timewhere an Indemnifiable Loss Amount is paid via forfeiture of shares as described in Section 12.5, as applicable, ( a ) $ 10.00(subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization withrespect to the Series A-2 Preferred Stock ), in the event that no institutional investor, other than Bain Capital Private Equity, LP, Bain Capital Life Sciences, LP or their Affiliates, has or have, in aggregate, invested at least $ 20,000,000 in Parent for equitysecurities of Parent ( a ), ( b ) the Fair Market Value, in the event that a Qualified Financing, other than an as defined in the Stockholders ’ Agreement, has occurred with respect to Parent, and ( c ) the averageclosing price of Parent ’s common stock on the principal exchange on which such common stock is then listed for the [ * * * ] endingon the [ * * * ] preceding the date of such forfeiture of shares