AVAILABLE BONUS AMOUNT. Shall mean the lesser of (a) the Additional Amounts multiplied by a fraction, the numerator of which is the total number of shares being issued (or deemed issued) on exercise of all Options in connection with a Change of Control, and the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the consummation of such Change of Control (without giving effect to the exercise of any Options in connection with such
... Change of Control) and (b) the amount obtained by multiplying the net proceeds from the Change of Control, as determined by the Board following the deduction of all amounts it deems necessary or appropriate (including, but not limited to, costs, fees, and expenses incurred in connection with such Change of Control; Federal, state, and local taxes paid or reasonably estimated to be payable as a result of the Change of Control; the payment of all amounts owing in respect of the Class A Common Stock (excluding the Additional Amounts payable in respect thereof); and all repayments of Company indebtedness in connection with such Change of Control, net of any available cash and cash obtained from the exercise of Options used for the repayment of such indebtedness), by a fraction, the numerator of which is the total number of shares of Common Stock being issued (or deemed issued) on exercise of all Participants' Options in connection with such Change of Control, and the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the consummation of the Change of Control (on a fully-diluted basis after giving effect to the exercise (or deemed exercise) of all Options in connection with such Change of Control). Nothing in this definition is intended to give an Option holder greater value for shares of Common Stock received by such holder upon exercise of such Option than a holder of Common Stock receives, except for the elimination of the dilution caused by the accretion of the Class A Common Stock. This definition is simply intended to mirror the calculation of equity value.
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