definiens: means, in respect of any share of Company Common Stockand each share of Series B Preferred Stock, an amount equal to the quotient of ( i ) ( a ) the Aggregate Closing Amountminus ( b ) the Aggregate Preferred Share Payment, plus ( c ) the aggregate exercise price of all Company Warrants andCompany Options outstanding immediately prior to the Effective Time ( other than any Company Options cancelled forno consideration or payment pursuant to Section 3.03(a)(ii ) and any Company Warrants extinguished and cancelledpursuant to Section 3.03(b ) ), divided by ( ii ) the total number of Fully Diluted Shares ; provided, however, that forpurposes of this definition, to the extent any vested Company Options are Out of the Money Options, then the PerCommon Share Closing Payment shall be recalculated such that ( x ) clause ( i)(c ) above shall be reduced by theaggregate exercise price of the Out of the Money Options, and ( y ) clause ( ii ) above shall be reduced by the aggregatenumber of shares of Company Common Stock underlying the Out of the Money Options