definiens: means, as of any date, ( A ) the number of shares of Company Common Stockissued and outstanding, plus ( B ) the number of shares of Company Common Stock that the Company is thenrequired or may be required to issue under any employee stock option or other benefit plans, warrants, options orother 68securities convertible or exchangeable into or exercisable for shares of Company Common Stock ( assuming alloptions and other rights to acquire or obligations to issue such shares of Company Common Stock are fullyvested and exercisable, but in each case, excluding ( 1 ) all Company Options that are to be canceled as of theEffective Time in accordance with Section 3.3(a ), ( 2 ) shares of Company Common Stock subject to CompanyWarrants that have an exercise price that is equal to or greater than the Offer Price, and ( 3 ) shares of CompanyCommon Stock that may be subject to the Top - Up Option