Prudential Base Stock Consideration

Prudential Base Stock Consideration. Means the number of shares of HCACII Common Stock equal to the greater of (i) 223,835 and (ii) the number of shares determined using the following formula: (a)(i)(A) the Prudential Pre-Closing Shares multiplied by (B) the Adjusted Per Common Share Closing Merger Consideration multiplied by (C) $10.00, minus (ii) $5,595,869.38; divided by (b) $10.00.