definiens: shall mean:(a ) with respect to any Company Share or any Company Option, a fraction, ( i ) thenumerator of which is the number of shares of Company Common Stock represented thereby orissuable upon exercise or conversion thereof, in each case as of immediately prior to theEffective Time and after giving effect to the exercise in full for cash of the Company Warrants inaccordance with Section 1.13(c ), and ( ii ) the denominator of which is the number of Fully DilutedShares ; and(b)with respect to any Company Equityholder, a fraction, ( i ) the numeratorof which is the number of shares of Company Common Stock represented by all shares ofCompany Common Stock held by such Company Equityholder and all shares of CompanyCommon Stock issuable upon exercise or conversion of Company Preferred Stock andCompany Options held by such Company Equityholder, in each case as of immediately prior tothe Effective Time and after giving effect to the exercise in full for cash of the Company Warrantsin accordance with Section 1.13(c ), and ( ii ) the denominator of which is the number of FullyDiluted Shares