definiens: shall mean the number of s hares of Parent Series E Preferred Stock to be issued ( and, together with Common Stock Consideration, th e ) ; provided that the Preferred Stock Consideration, to the extent not a multiple of four ( 4 ), shall be rounded up to the nearest whole number that is a multiple of four ( 4 ) ; ( 2 ) shall mean the number of shares of Parent Common Stock issued and outstanding as of immediately prior to the Clos ing ; ( 3 ) shall mean the aggregate number of shares of Parent Common Stock that would be issued upon full conversion of each of the following as of immediately prior to th e Closing ( without giving effect to any provision contained t herein requiring any dividend or make - whole payment upon conversion, and without regard to any beneficial ow nership limitations on conversion contained therein ): ( 1 ) all issued and outstanding shares of the Series C 8 % co nvertible preferred stock of Parent, par value $ 0.0 001 per share, ( 2 ) all issued and outstanding shares of the Series D 8 % convertible preferred stock of Parent, par value $ 0.0001 per share, and ( 3 ) all issued and outstandi ng convertible promissory notes of Parent ; and ( 4 ) shall mean the number of shares of Common Stock Co nsideration