definiens: shall mean all shares of Common Stock issued ( or, pursuant to Section 9(e ) below, deemed to be issued ) by the Cor poration after the Issuance Date, other than : ( a ) s hares of Common Stock, Options or Convertible Securities iss ued as a dividend or distribution on Senior Preferr ed Stock ; ( b ) shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock sp lit, split - up or other distribution on shares of Common Stock that is covered by Section 9(a ), Section 9(b ) or Se ction 9(c ) ; ( c ) shares of Common Stock or Options issued to emp loyees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Bo ard of Directors of the Corporation, including the approva l of at least one Series A Director ; ( d ) shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actua lly issued upon the conversion or exchange of Convertible Secu rities, in each case, provided such issuance is pur suant to the terms of an Option or Convertible Security that is issued and outstanding prior to the Issuance Date ( clauses a – d collectively, )