definiens: shall mean all shares of Common Stock issued ( or, pursuant to Section 1(b ) below, deemed to be issued ) by the COMPANY after the Threshold Date, other than ( 1 ) the following shares of Common Stock and ( 2 ) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities ( clauses ( 1 ) and ( 2 ), collectively, ): ( A ) shares of Common Stock issued pursuant to the terms of this Section l ; ( B ) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split -up or other distribution on all then outstanding sha res of Common Stock ; or ( C ) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issua nce is pursuant to the terms of such Option or Convertible Security