definiens: sh311 mean allshares of Common Stock issued ( or, pursuant to Subsection ~(d}(iii ) below, deemed to be issued } by the Corporation after the date hereof other than:(1 ) shares of Common Stock issued or issuable uponconversion of shares of Preferred Stock;(II ) shares of C'aminon Stock issued or issuable as adividend or distribution on Preferred Stock;(III ) shares of Common Stock issued or issua~}le byreason of a di~~idend, stock split ; split - up or otherdistrib~~tion on shires of Common Stock that iscovec•ed by Subsection 5(e } oz- 5 { fl belaty;(IV } up to 1,683,333 shares { appropriately adjusted totake account of any stock split, stock dividend, ce mbinatian of s}~ares or the like ) of CommonStock ( or Options ~~>ith resp~;ct thereto } issued orissuabte to e : n~~10}-ees or clirectars of, or cozisultants11to, the C ~ rpc ~ i - atiUn pursuant to a plan orarr3n~:ement ire effect prior- to the issuance of anyPreferred Stock ~r a plan or arrangement ap}~rov ~ dby~ Che Board of Directors of the C ~ rpc > raiion or- anycombination of such Mans ; or{V ) shares of Common Stock { includi ~ z~ ; Options orConvertible Sccui - iti~:sj ( a ) issued solely i~~consideration 1 ~ or tl ~ e acquisition { whether bym ~ i-~cr or otherwise ) by flee C'olporatioi~ of all oi - substantially all of the ~apitai stack oz- assets of anyother corporation or cntit}~. ~r ( l~ ) isst ~ ec~ inconncctie ~ n ~~ith an eyuiprnent financing, line ~fcredit or other lcndin~ a~-~-angement ; provided, h ~ v~~ever, the issuance of such shares pursuant tc~ ( a)or ( h ) above is appro~~e;ti by holders of at least arl ~ ajority of the then outstanding shares of PreferredStock voting together as a single class nn an as - converted to Common Stock basis