definiens: means the sum of ( i ) the number of shares of Common Stockissued and outstanding immediately prior to the Effective Time ( including for avoidance of doubt, the shares of Common Stock issuable upon exchange of the Convertible Promissory Notes ), plus(ii ) the number of shares of Common Stock issuable upon conversion of all issued andoutstanding shares of Preferred Stock, plus ( iii ) the number of shares of Common Stock issuableupon exercise of all In - the - Money Company Options outstanding immediately prior to theEffective Time ( after giving effect to any acceleration resulting from or in connection with theconsummation of the Closing pursuant to the terms of the applicable In - the - Money CompanyOption or as approved by the Company Board ), plus ( iv ) the number of shares of Common Stockissuable upon exercise of all In - the - Money Vested Company Warrants outstanding immediatelyprior to the Effective Time ( after giving effect to any acceleration resulting from or in connectionwith the consummation of the First Step or as approved by the Company Board )