definiens: means the fully diluted number of shares ofParent Common Stock, including all shares issued and outstanding, all shares issuedor issuable pursuant to the Exchange Agreement, an amount of shares that would beissued ( whether or not actually issued ) pursuant to the exchange, prior to the EffectiveTime, of all of the warrants outstanding as of the date hereof ( other than those held bythe Warrant Investors ) in each of the classes of warrants from which warrants held bythe Warrant Investors will be exchanged pursuant to the Exchange Agreement, assuming the same ratio of shares per warrant as is used in the Exchange Agreementfor the warrants of the Warrant Investors from the applicable class, and all sharesreserved for issuance with respect to any other outstanding stock options, warrants, convertible notes or other convertible debt or equity securities, but not ( a ) awardsunder the Parent Stock Plan or warrants issued in connection with any financing thatin either case are either ( i ) ( i.e., having an exercise price that isgreater than the Parent Closing-69 - Price on the Anticipated Closing Date ) or ( ii ) will be cancelled without liability toParent at or prior to the Closing Date or ( b ) the Bridge Warrant