definiens: shall mean the sum of ( i ) 1 plus(ii ) the quotient obtained by dividing ( x ) $ 0.01 ( B ) by ( y ) theClosing Price ; 76 ( b)Each issued and outstanding Bidder Share subject to vesting orother lapse restrictions pursuant to the Bidder Share Plansimmediately prior to the Merger Effective Time ( each, a ) shall, as of the Merger Effective Time, ceaseto represent a right to acquire a Bidder Share and shall beconverted into the right to receive that number of Holdco Sharesequal to the product ( rounded to the nearest whole number ) of(x ) the number of Bidder Shares subject to the Bidder RestrictedShare immediately prior to the Merger Effective Time and(y ) the Conversion Ratio, subject to the same terms andconditions ( including vesting and other lapse restrictions ) aswere applicable to the Bidder Restricted Share in respect ofwhich it was issued ; and ( c)Each stock - based award, other than a Bidder Option or BidderRestricted Share ( each, a ), granted under any Bidder Share Plan and outstandingimmediately prior to the Merger Effective Time shall, as of theMerger Effective Time, cease to represent an award based onBidder Shares and shall be converted into an award based onthat number of Holdco Shares equal to the product ( rounded tothe nearest whole number to the extent permissible underSection 409A of the Code ) of ( x ) the number of Bidder Sharescovered by such Bidder Share - Based Award and ( y ) theConversion Ratio, provided that such converted stock - basedright or award shall be subject to the same terms and conditions(including vesting terms ) as were applicable to such BidderShare - Based Award in respect of which it was issued