definiens: means the sum of ( x ) the aggregate number of Company Shares ( other than theCompany Shares referred to in clause ( 1 ) of Section 5.1(a ) ) issued and outstanding immediately prior to the Effective Time(including, for the avoidance of doubt, Company Shares issued pursuant to the exercise of the Warrants in accordance withSection 5.2(b ) ), plus ( y ) the aggregate number of Company Common Shares underlying the Company Options outstandingimmediately prior to the Effective Time ; provided that, with respect to the shares of Company Preferred Stock issued andoutstanding immediately prior to the Effective Time, the number of Company Shares that will be taken into account indetermining the aggregate number of Company Shares issued and outstanding as of such time shall be the number of sharesof Company Common Stock that would be issuable upon the conversion of all such shares of Company Preferred Stock intoCompany Common Stock pursuant to the Company ’s certificate of incorporation if such conversion were to occur as of suchtime