definiens: means the total number of shares of CompanyCommon Stock outstanding immediately prior to the Effective Time expressed on a fully - diluted and as - converted to Company Common Stock basis, calculated based on thetreasury stock method and assuming, without limitation or duplication, ( i ) the exercise ofall Company Options outstanding as of immediately prior to the Effective Time and ( ii)the issuance of shares of Company Common Stock in respect of all other outstandingoptions, restricted stock awards, warrants or rights to receive such shares, whetherconditional or unconditional and including any outstanding options, warrants or rightstriggered by or associated with the consummation of the Merger ( but excluding anyshares of Company Common Stock reserved for issuance other than with respect tooutstanding Company Options and Company RSAs under the 2006 Stock Plan or the2016 Stock Plan, as applicable, as of immediately prior to the Effective Time ) . For theavoidance of doubt, no out - of - the - money Company Options shall be included in the totalnumber of shares of Company Common Stock outstanding for purposes of determiningthe Company Outstanding Shares