definiens: means the total consideration payable with respect to a sing le share of Series E Preferred Stock upon the consumma tion of a Change of Control, provided that if such consideration consists of shares of Acquirer stock, then the Series E Per - Share Consideration shall be deemed to be the aggregate cash value of Acquirer ’s stock tha t is paid in consideration for each share of the Se ries E Preferred Stock, with such cash value to be determi ned as specified in the purchase agreement or, if n ot specified in the purchase agreement, then based on the last r eported sale price of the Acquirer ’s stock on the d ate of consummation of the Change of Control, and provided, further, that if no shares of Series E Preferred Stock are issued and outstanding immediately prior to the con summation of the Change of Control, then the Series E Per - Share Consideration shall equal the product of ( i ) the aggregate cash value of Acquirer ’s stock, as ca lculated above, that is paid in consideration for each share of Common Stock in the Change of Control transacti on, by ( ii ) the number of shares of Common Stock that woul d have been issuable, immediately prior to the Chan ge of Control, upon conversion of one share of Series E P referred Stock