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 isthen required or may be required to issue under any employee stock option or other benefit plans, warrants, options or other securities convertible or exchangeable into or exercisable for shares of Company CommonStock ( assuming all options and other rights to acquire or obligations to issue such shares of CompanyCommon Stock are fully vested and exercisable, but in each case, excluding ( 1 ) all Company Options thatare to be canceled as of the Acceptance Time in accordance with Section 3.3(a ), ( 2 ) shares of CompanyCommon Stock subject to Company Warrants that have an exercise price that is equal to or greater than theOffer Price, and ( 3 ) shares of Company Common Stock that may be subject to the Top - Up Option