definiens: means ( i ) all outstanding shares of Common Stock that are not subject torepurchase by the Company pursuant to any employee, officer, director or consultant compensation plan as of theCall Date or the final day of the Put Period, as the case may be, ( ii ) all shares of Common Stock subject to issuanceupon the exercise of options to acquire Common Stock granted pursuant to any employee, officer, director orconsultant compensation plan that are or will be fully vested as of the Call Date or the final day of the Put Period, asthe case may be, ( iii ) all shares of Common Stock subject to issuance upon the exercise, exchange or conversion ofwarrants, exchangeable or convertible securities ( other than any such options described in clause ( ii ) ) that are by theirterms exercisable, exchangeable or convertible as of the Call Date or the final day of the Put Period, as the case maybe