definiens: means 24,397,834, which is equal to : ( a ) the number of shares of ParentCommon Stock outstanding immediately prior to the Closing Date, plus ( b ) the number of shares of Parent CommonStock to be issued upon conversion of any Parent Preferred Stock ( if any ) plus ( c ) the number of shares of ParentCommon Stock to be issued to holders of Company Ordinary Shares pursuant to Section 1.5(a)(ii ), plus ( d ) thenumber of shares of Parent Common Stock to be issued pursuant to the Parent Restricted Stock Units, plus ( e ) thenumber of shares of Parent Common Stock to be issued upon the exercise of any Parent Stock Options, plus ( f ) thenumber of shares of the Parent Common Stock to be issued upon the exercise of any Parent Warrants, plus ( g ) theshares of Parent Common Stock to be issued upon exercise of the AEROSURF Warrants . For the avoidance ofdoubt, the Parent Diluted Share Number does not include the number of shares of Parent stock to be issued in thePrivate Placement