definiens: means 8,667,905 shares of Parent Common Stock to be issued by Parent in conjunction withthe Merger, which shall before distribution to the Company Shareholders be reduced by ( i ) 500,000 shares of ParentMerger Stock allocated by the Company to conversion of approximately $ 500,000 in Company indebtednessimmediately prior to the Effective Time under the Conversion Agreement ( and the contemporaneousextinguishment and cancellation of accrued interest and penalties or whatever kind or nature that are otherwise dueunder the instruments described in the Conversion Agreement ), and ( ii ) 405,066 shares of Parent Merger Stockallocated by the Company to net issuances to Company Rights holders whose options or warrants evidence exerciseprices that are based on the price of the Parent Common Stock on September 3, 2010 . ” means a registration statement on Form S-4 which Parent will file with the SEC in January2011 or as soon thereafter as practicable, subject to the provisions stated in this Amendment, Section 3.3(f )