definiens: means the sum of ( 1 ) the aggregate number of shares ofCompany Common Stock into which all shares of Series G Preferred Stock, which for purposes hereof shall includeall shares of Series G Preferred Stock underlying the Series G Warrants outstanding immediately prior to theEffective Time, are ( or if issued would be ) convertible pursuant to the Certificate of Incorporation ; ( 2 ) the aggregatenumber of shares of Company Common Stock into which all shares of Series E Preferred Stock, which for purposeshereof shall include all shares of Series E Preferred Stock underlying the Series E Warrants outstanding immediatelyprior to the Effective Time, are ( or if issued would be ) convertible pursuant to the Certificate of Incorporation;(3 ) the-38- aggregate number of shares of Company Common Stock ( regardless whether vested or unvested ) issuable pursuantto all Company Options outstanding immediately prior to the Effective Time and ( 4 ) all outstanding shares ofCompany Common Stock 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 interest accrualsand entitlements thereto ( the foregoing shall include all shares of Company Capital Stock that constitute and havenever lost their status as Dissenting Shares )