definiens: shall mean an amount equal to the quotient of : ( i ) ( A ) the sum of ( 1 ) theNet Closing Consideration, minus ( 2 ) the Aggregate A-11Preference Amount, multiplied by ( B ) the quotient of ( 1 ) the sum of ( X ) the number of shares of Company Common Stockissuable upon conversion of all shares of Series B-2 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(2 ) the sum of ( W ) the number of shares of Company Common Stock outstanding as of immediately prior to the EffectiveTime, plus ( X ) the number of shares of Company Common Stock issuable upon conversion of all shares of Series B PreferredStock outstanding as of immediately prior to the Effective Time ; plus ( Y ) the number of shares of Company Common Stockissuable upon conversion of all shares of Series B-2 Preferred Stock issuable upon exercise of the Company B-2 Warrantsoutstanding as of immediately prior to the Effective Time ; divided by ( ii ) the sum of ( A ) number of shares of Series B-2Preferred Stock outstanding as of immediately prior to the Effective Time, plus ( B ) the number of shares of CompanyCommon Stock issuable upon conversion of all shares of Series B-2 Preferred Stock issuable upon exercise of the Company B-2 Warrants outstanding as of immediately prior to the Effective Time