definiens: shall mean, with respect to a Company Option, an amount equal to the difference between ( i ) the numberone minus ( ii ) the quotient of ( A ) the sum of ( 1 ) the aggregate exercise price payable upon exercise of the Company Option in fullimmediately prior to the Effective Time and ( 2 ) the aggregate amount of Taxes, if any, required under applicable Law to be withheld by theCompany or its Affiliate upon exercise of such Company Option in full immediately prior to the Effective Time ( as determined based upon theCompany Common Stock Closing Date Price ), divided by ( B ) the product of ( 1 ) the Company Common Stock Closing Date Price multipliedby ( 2 ) the number of shares of Company Common Stock issuable upon exercise of the Company Option in full immediately prior to theEffective Time ; provided that if the foregoing would result in the Net Exercise Ratio being a negative number, the Net Exercise Ratio will bethe number zero