definiens: shall mean the sum of ( a ) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time ( including any such shares th at are subject to a repurchase option or risk of forfe iture under any restricted stock purchase agreement or other Contract and including any such shares subject to i ssuance pursuant to Company Stock Options exercised prior to the Effective Time or pursuant to the exercise o f the Company Warrant ), ( b ) the aggregate number of shares of Company Common Stock purchasable under or otherw ise subject to Company Stock Options that are outstanding immediately prior to the Effective Time ( whether or not such Company Stock Options are immediately exercisable ), ( c ) the aggregate number of shares of Company Common Stock issuable upon the conversion ( at the applicable conversion ratio ) of all shares of Company Preferred Stock ( other than A cquiror - Held Company Securities ) outstanding immediately pr ior to the Effective Time, and ( d ) the aggregate nu mber of shares of Company Common Stock issuable upon the co nversion or exercise of any other convertible secur ities of the Company or Company Stock Rights outstanding immediately prior to the Effective Time