definiens: means the sum of ( a ) the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time, ( b ) the total number of shares of Parent Common Stock that, immediately prior to the Effective Time, are issuable upon exercise of Parent Options ( whether or not vested or currently exercisable ) and Parent Warrants, in each case othe r than Out -of - the - Money Parent Securities and other than the Placement Agent Warrants, and ( c ) the total number of shares of Parent Common Stock underlying Parent RSUs outstanding immediately prior to the Effective Time . For clarity, Parent Outstanding Sha res shall not include any Merger Shares or any Milestone Shares ; provided, however, that shall exclude up to 9,765,933 shares ( subject to adjustment for stock splits, stock dividends, reverse stock splits, and the like occurring after the date of this Agreement ) of Parent Common Stock issuable upon the exercise of investor warrants issued pursuant to the Securities Purchase Agreement, dated November 11, 2020, between the Parent and the investors party thereto