definiens: shall mean the quotient obtained bydividing ( a ) the sum of ( i ) the Aggregate Purchase Price and ( ii ) product of ( 1 ) the weighted average exercise price for all In - the - Money Options immediately following the Equity Adjustment ( the ), multiplied by ( 2 ) theaggregate number of shares of Company Common Stock into which all In - the - Money Options are convertible as of theEquity Adjustment Date, by ( b ) the result of subtracting ( i ) the number of shares of Company Common Stock into which allOut - of - the - Money Options would be convertible as of the Equity Adjustment Date from ( ii ) the aggregate number of sharesof Company Common Stock on a fully diluted basis ( including all Company Options and Restricted Stock Units ) as of theEquity Adjustment Date . shall mean $ 360,000,000 ( three hundred and sixty million dollars ), asmay be adjusted by application of Section 3.1(c )