definiens: means, for each share of Company Series A Preferred Stock that isoutstanding immediately prior to the Effective Time, an amount equal to the Series Preferred Liquidation Preference ( asdefined in the Amended and Restated Certificate of Incorporation after pro rata deduction for the Excess SeveranceObligations ) of such share, unless the Aggregate Initial Consideration Amount is less than the Adjusted Aggregate PreferredLiquidation Preference, in which case the Per Share Series A Initial Cash Consideration shall be the product of the AggregateInitial Consideration Amount multiplied by a fraction, the numerator of which is the Series Preferred Liquidation Preference(as defined in the Amended and Restated Certificate of Incorporation after pro rata deduction for the Excess SeveranceObligations ) of such share and the denominator of which is the Aggregate Preferred Liquidation Preference