definiens: means with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person ; provided, that, for purposes of this definition, ( including, with correlative meanings, the terms and ), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise . means $ 100,000,000 . means an amount equal to the sum of the aggregate exercise price of all vested Company Options that are unexercised, unexpired and outstanding immediately prior to the Effective Time . means ( i ) the product of ( A ) the aggregate number of shares of Company Common Stock subject to vested Company Options that are outstanding and unexercised as of immediately prior to the Closing ( calculated on an as converted to Company Common Stock basis ) multiplied by ( B ) the Per Share Aggregate Consideration, minus ( ii ) the Aggregate Exercise Amount . means the sum of ( i ) the Estimated Closing Company Debt, plus ( ii ) the amount of Estimated Unpaid Transaction Expenses, plus ( iii ) the amount, if any, by which Estimated Closing Working Capital is less than Target Working Capital, plus ( iv ) the Aggregate Unaccredited Stockholder Payments, plus ( v ) the Aggregate Option Payments . means a number of shares of Acquiror Stock equal to the quotient obtained by dividing ( i ) ( A ) $ 350,000,000 minus ( B ) Aggregate Cash Consideration by ( ii ) the Acquiror Stock Price . means the product of ( A ) the aggregate number ofshares of Company Stock held by Unaccredited Investors as of immediately prior to the Closing ( calculated on an as converted to Company Common Stock basis ) multiplied by ( B ) the Per Share Aggregate Consideration . means any agreement, offer or proposal for, or any indication of interest in, any acquisition of the Company or all or any portion of the Company ’s assets ( other than sales or non - exclusive licenses of Company Products in the ordinary course of business consistent with past practices ) or any equity interest in the Company, whether by way of a merger, consolidation, asset sale, stock purchase, tender offer or other business combination or otherwise, or any material, non - ordinary course development, license or joint venture transaction, other than any offer, proposal or indication of interest made by or on behalf of Acquiror . means the Company ’s audited consolidated balance sheet as of December 31, 2019, and the related audited statements of operations, cash flow and stockholders ’ equity for the fiscal year then ended . means the difference of ( A)(i ) the Aggregate Cash Consideration plus ( ii ) Estimated Closing Cash minus ( B ) the Aggregate Other Cash Payments . means a day ( i ) other than Saturday or Sunday and ( ii ) on which commercial banks are open for business in San Francisco, California