definiens: means, subject to Section 1.4(d ), the total number of shares of VitalCommon Stock outstanding immediately prior to the Effective Time expressed assuming, withoutlimitation or duplication, ( a ) the exercise of each Vital Option outstanding and unexercised immediatelyprior to the Effective Time that has an exercise price less than or equal to the then current trading pricefor shares of Vital Common Stock ( i.e., options ), excluding any portion thereof whichcannot become vested or exercisable ( due, for example, to a termination of service ) or will otherwise notbe outstanding immediately after the Effective Time, ( b ) the settlement in shares of Vital Common Stockof each Vital RSU outstanding as of the Effective Time ( including the Vital Severance RSUs ), excludingany portion thereof which can not become vested or exercisable ( due, for example, to a termination ofservice ) or will otherwise not be outstanding immediately after the Effective Time, and ( c ) the exercise ofeach Vital Warrant outstanding and unexercised immediately prior to the Effective Time that has anexercise price less than or equal to the then current trading price for shares of Vital Common Stock ( i.e., warrants ) and will be outstanding immediately after the Effective Time . For the avoidanceof doubt, shares of Vital Common Stock issuable upon the exercise of Vital Options or Vital Warrantsthat are not in - the - money immediately prior to the Effective Time will be excluded from the calculation ofVital Outstanding Shares