definiens: shall mean an amount equal to the quotient of : ( i ) ( A ) the sum of ( 1 ) theNet Closing Consideration, minus ( 2 ) the Aggregate Preference Amount, multiplied by ( B ) the quotient of ( 1 ) the number ofshares of Company Common Stock issuable upon conversion of all shares of Series B-1 Preferred Stock outstanding as ofimmediately prior to the Effective Time, divided by ( 2 ) the sum of ( W ) the number of shares of Company Common Stockoutstanding as of immediately prior to the Effective Time, plus ( X ) the number of shares of Company Common Stock issuableupon conversion of all shares of Series B Preferred Stock outstanding as of immediately prior to the Effective Time, plus(Y ) the number of shares of Company Common Stock issuable upon conversion of all shares of Series B-2 Preferred Stockissuable upon exercise of the Company B-2 Warrants outstanding as of immediately prior to the Effective Time ; divided by(ii ) the number of shares of Series B-1 Preferred Stock outstanding as of immediately prior to the Effective Time