definiens: means, subject to Section 1.4(d ), the total number of shares of ImmunicCommon Stock outstanding immediately prior to the Effective Time expressed on a fully - diluted and as - converted to Immunic Common Stock basis and assuming, without limitation or duplication, the issuanceof shares of Immunic Common Stock in respect of all options, warrants or rights to receive such sharesthat will be outstanding immediately after the Effective Time . For the avoidance of doubt, all ImmunicCommon Shares issued in, or issuable as the result of, the Immunic Pre - Closing Financing and ImmunicExit Bonus Agreements, and any Immunic Shares issuable under ( or in respect of any payment otherwisedue pursuant to ) any agreement or arrangement referenced in Section 2.4(c ) of the Immunic DisclosureSchedule, shall be included in such total ( i.e