definiens: means, with respect to any Former Securityholder, the fraction having : ( a ) a numeratorequal to the sum of : ( i ) the aggregate number of shares of Company Common Stock into which all shares of Series G PreferredStock, which for purposes hereof shall include all shares of Series G Preferred Stock underlying each Series G Warrant held ( ordeemed to be held ) by such Former Securityholder immediately prior to the Effective Time, are ( or if issued would be)convertible pursuant to the Certificate of Incorporation ; ( ii ) the aggregate number of shares of Company Common Stock intowhich all shares of Series E Preferred Stock, which for purposes hereof shall include all shares of Series E Preferred Stockunderlying each Series E Warrant, held ( or deemed to be held ) by such Former Securityholder immediately prior to theEffective Time, are ( or if issued would be ) convertible pursuant to the Certificate of Incorporation ; ( iii ) the aggregate numberof shares of Company Common Stock ( regardless whether vested or unvested ) issuable pursuant to all Company Options heldby such Former Securityholder immediately prior to the Effective Time and ( iv ) all shares of Company Common Stock heldby such Former Securityholder as of the Effective Time, excluding for purposes of the calculation ( except to the extentexpressly provided in this Agreement ), in each case, for the avoidance of doubt, all dividend and-18- interest entitlements and accruals thereto ; and ( b ) a denominator equal to the Aggregate Participating Shares