definiens: means the sum of, without duplication, ( i ) the aggregate number of shares of CompanyCapital Stock issued and outstanding immediately prior to the Effective Time ( after giving effect to the Preferred StockConversion and including any Company Unvested Shares ), ( ii ) the aggregate number of shares of Company Capital Stocksubject to all outstanding Company Warrants immediately prior to the Effective Time, ( iii ) the aggregate number of shares ofCompany Capital Stock subject to all outstanding Company Options immediately prior to the Effective Time, ( iv ) theaggregate number of shares of Company Capital Stock purchasable under or otherwise subject to any rights ( other thanCompany Options or Company Warrants ) to acquire shares of Company Capital Stock ( whether or not immediatelyexercisable ) outstanding immediately prior to the Effective Time ; and ( v ) the aggregate number of shares of CompanyCommon Stock that would be issuable upon the conversion of any convertible securities of the Company ( other than shares ofCompany Preferred Stock ) outstanding immediately prior to the Effective Time