definiens: means, as of immediately prior to the [COMPANY] Merger Effective Time, the sum of ( a ) the number ofshares of [COMPANY] Common Stock ( excluding [COMPANY] Restricted Shares ) outstanding, ( b ) the Net Settlement [COMPANY] Restricted Shares Number;(c ) the quotient ( rounded up to the nearest whole share ) obtained by dividing ( i ) the aggregate Black Scholes Value of all outstanding ImpaxOptions ( whether or not such [COMPANY] Options are then exercisable and regardless of the exercise price of any such [COMPANY] Options ) by ( ii ) theImpax Measurement Price, ( d ) if the conversion price of the [COMPANY] Convertible Notes is less than or equal to the [COMPANY] Measurement Price, the number of shares of [COMPANY] Common Stock into which the [COMPANY] Convertible Notes may be converted and ( e ) the number of shares ofImpax Common Stock into which any outstanding convertible or exchangeable securities ( other than [COMPANY] Options and the ImpaxConvertible Notes ) may be converted or exchanged ( provided, that any applicable conversion or exchange price in connection with theconversion or exchange of such securities is less than or equal to the [COMPANY] Measurement Price )