-- Whole Shares definition

-- Whole Shares means, with respect to a Securityholder, the aggregate number of such Securityholder’s whole shares of Delaware Company Common Stock and whole shares of Delaware Company Preferred Stock.
-- Whole Shares means that number of shares of Common Stock equal ------------ to the quotient obtained by dividing (y) the damages, costs, expenses and fees (including, without limitation, reasonable attorneys' fees) (collectively, the "Loss Amount") suffered or ----------- otherwise borne or incurred by the Secured Party on account of such Event of Default (which Loss Amount shall be determined in good faith by the Secured Party whose determination shall be final, conclusive and binding) by (z) the Conversion Price (as such term is defined in the Debenture) on the transfer date of the Make-Whole Shares. The Secured Party's acquisition of sole record and beneficial ownership of the Make-Whole Shares pursuant to this subclause (ii)(A) shall not preclude, limit or otherwise restrict the Secured Party from exercising any other right or pursuing any other remedy available to it at law or in equity in connection with any Event of Default covered by this subclause (ii)(A);