definiens: means, collectively, the following consideration:(i ) a fraction, calculated to seven decimals, of a number of Merger Shares equal to ( A ) ( 1 ) theaggregate number of Closing Merger Shares, less ( 2 ) the aggregate number of ( A ) Carve - Out Plan Closing MergerShares and ( B ) Service Provider Closing Merger Shares, divided by ( B ) the number of shares of Company Series BPreferred Stock that are issued and outstanding on a fully converted basis as of immediately prior to the EffectiveTime;(ii ) a fraction, calculated to seven decimals, of a number of Merger Shares equal to ( A ) ( 1 ) theaggregate number of Holdback Shares, less ( 2 ) the aggregate number of ( A ) Carve - Out Plan Holdback Shares and(B ) Service Provider Holdback Shares, in each case, if, as, and when released and issued by Parent pursuant toSection 7.07 below, divided by ( B ) the number of shares of Company Series B Preferred Stock that are issued andoutstanding on a fully converted basis as of immediately prior to the Effective Time;(iii ) a fraction, calculated to seven decimals, of a number of Merger Shares equal to ( A ) ( 1 ) theaggregate number of Milestone Shares, less ( 2 ) the aggregate number of ( A ) Carve - Out Plan Milestone Shares and(B ) Service Provider Milestone Shares, in each case, if, as and when released and issued by Parent pursuant toSection 1.10 below, divided by ( B ) the number of shares of Company Series B Preferred Stock that are issued andoutstanding on a fully converted basis as of immediately prior to the Effective Time ; and(iv ) an amount, rounded to the nearest whole cent, in cash equal to ( A ) ( 1 ) the Commercial MilestoneCash Payments, less ( 2 ) the aggregate amount of ( x ) Carve - Out Plan Commercial Milestone Cash Consideration and(y ) Service Provider Commercial Milestone Cash Consideration applicable to such Commercial Milestone CashPayment, in each case, if, as and when paid by Parent pursuant to Section 1.10 below, divided by ( B ) the number ofshares of Company Series B Preferred Stock that are issued and outstanding on a fully converted basis as ofimmediately prior to the Effective Time