definiens: having the meaning assigned thereto in Section 13(d ) of the Securities ExchangeAct of 1934 ( the ), and the rules and regulations thereunder ), directly or indirectly, more than 5 % of anyclass of equity securities or similar interests of any corporation or other entity, and is not, directly or indirectly, a partnerin any partnership or party to any joint venture.(c ) Capitalization . The authorized capital stock of the Company consists of 100 million shares of Common Stock, ofwhich 42,379,486 shares were outstanding as of the date of this Agreement . As of the date hereof, there are outstandingoptions ( each, a ) to purchase an aggregate of not more than 3,500,000 shares of CommonStock . The maximum number of shares of Common Stock that would be outstanding as of the Closing Date if all options, warrants, committed grants, conversion rights and other rights with respect thereto ( excluding those to be issued pursuanthereto ) outstanding as of the date hereof were exercised is not more than 63,500,000 . All of the outstanding shares ofcapital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable