definiens: means, with respect to any Former Securityholder, the fraction having : ( a ) a numerator equal to thesum of ( i ) the number of shares of Company Capital Stock held by such person immediately prior to the Effective Time(including shares of Company Capital Stock that constitute, and have never lost their status as, Dissenting Shares, held bysuch person ), ( ii ) the number of shares of Company Capital Stock subject to an outstanding Company Warrant held by suchperson immediately prior to the Effective Time, ( iii ) the number of shares of Company Capital Stock subject to an outstandingCompany Option held by such person immediately prior to the Effective Time and ( iv ) the number of Units which have beenawarded to such person as of immediately prior to the Effective Time, in each case, with all Company Preferred Shares beingmeasured on an as - converted basis, as applicable ; and ( b ) a denominator equal to the sum of ( i ) the aggregate number of sharesof Company Capital Stock issued and outstanding immediately prior to the Effective Time ( including all shares of CompanyCapital Stock that constitute, and have never lost their status as, Dissenting Shares ), ( ii ) the aggregate number of shares ofCompany Capital Stock subject to all outstanding Company Warrants immediately prior to the Effective Time, ( iii ) theaggregate number of shares of Company Capital Stock subject to all outstanding Company Options immediately prior to theEffective Time and ( iv ) the aggregate number of Units which have been awarded as of immediately prior to the EffectiveTime, in each case, with all Company Preferred Shares being measured on an as - converted basis, as applicable