definiens: means the total number of shares of Parent CommonStock outstanding immediately prior to the Effective Time expressed on a fully - dilutedbasis and using the treasury stock method, but assuming, without limitation orduplication, the issuance of shares of Parent Common Stock in respect of all ParentOptions, Parent Warrants and other outstanding options, warrants or rights to receivesuch shares, in each case, outstanding as of immediately prior to the Effective Time(assuming cashless exercise using the Parent Closing Price ), whether conditional orunconditional and including any outstanding options, warrants or rights triggered by orassociated with the consummation of the Merger, ( but excluding any shares of ParentCommon Stock reserved for issuance other than with respect to outstanding ParentOptions and Parent Warrants as of immediately prior to the Effective Time and as setforth above ) ; provided that all shares of Parent Common Stock issued in the ParentPost - Closing Financing and reserved pursuant to the New Option Pool shall be excludedfrom such total ( i.e. the Parent Allocation Fraction and Company Allocation Fractioncontemplated by the Exchange Ratio are intended to be determined in the absence of theParent Post - Closing Financing and the Parent EIP Amendment and shares issuable inconnection with out - of - the - money options and out - of - the - money warrants ) . For theavoidance of doubt, no out - of - the - money Parent Options or Parent Warrants shall beincluded in the total number of shares of Parent Common Stock outstanding for purposesof determining the Parent Outstanding Shares