definiens: shall mean an amount equal to the quotient of : ( i ) ( A ) the sum of ( 1 ) the NetClosing Consideration, minus ( 2 ) the Aggregate Preference Amount ; multiplied by ( B ) the quotient of the number of shares ofCompany Common Stock issued and 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 Effective Time, plus ( X ) thenumber of shares of Company Common Stock issuable upon conversion of all shares of Series B Preferred Stock outstandingas of immediately prior to the Effective Time, plus ( Y ) the number of shares of Company Common Stock issuable uponconversion of all shares of Series B-2 Preferred Stock issuable upon exercise of the Company B-2 Warrants outstanding as ofimmediately prior to the Effective Time ; divided by ( ii ) the number of shares of Company Common Stock outstanding as ofimmediately prior to the Effective Time . For the avoidance of doubt, the parties hereto acknowledge and agree that the PerShare Common Stock Amount may be equal to $ 0