Bonus Pool Amount Milestone 1. Shall mean a sum equal to (i) (x) one hundred million dollars ($100,000,000) multiplied by (y) a fraction, the numerator of which is the Outstanding Eligible Milestone #1 Options and the denominator of which is the total number of outstanding shares of Common Stock as of the Closing Date plus the shares of Common Stock underlying all restricted stock units of the Company, if any, as of the Closing Date, plus the shares of Common Stock underlying all outstanding Company Options as of the Closing
... Date ("Fully 1 Diluted Shares"), minus (ii) the Aggregate Exercise Price Milestone #1 plus (iii) (x) the Cash Amount multiplied by (y) the Outstanding Eligible Milestone #1 Options; provided, however, that, if this calculation results in any Out of the Money Options that would have an exercise price greater than or equal to the sum of the Cash Amount (as such term is defined in the Merger Agreement), plus any payment per share resulting from Bonus Pool Amount Milestone #1, then the same calculation shall be repeated in an iterative manner including only those outstanding Out of the Money Options with exercise prices less than the sum of the Cash Amount (as such term is defined in the Merger Agreement), plus any payment per share resulting from Bonus Pool Amount Milestone #1 as produced in the earlier calculation (and only including the aggregate exercise prices of such outstanding Out of the Money Options in the calculation of the Aggregate Exercise Price Milestone #1) until the calculation yields a per share payment resulting from Bonus Pool Amount Milestone #1 greater than the exercise price of all Out of the Money Options included in such calculation, and the result of the final calculation shall be the Bonus Pool Amount Milestone #1.
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