definiens: means the sum, without duplication, of ( i ) theaggregate number of shares of Common Stock that are issued and outstanding immediately prior to the Closing,(ii ) the aggregate number of shares of Common Stock that are issued and outstanding immediately prior to theClosing assuming the conversion of all shares of Founders Preferred Stock into Common Stock, ( iii ) the aggregatenumber of shares of Common Stock that are issued and outstanding immediately prior to the Closing assuming theconversion of all shares of Preferred Stock into Common Stock, ( iv ) the aggregate number of shares of CapitalStock that would be issuable upon the conversion of any convertible securities of the Company outstandingimmediately prior to the Closing, if any, and ( v ) the aggregate number of shares of Capital Stock purchasable underor otherwise subject to any rights to acquire shares of Capital Stock ( whether or not immediately exercisable)outstanding immediately prior to the Closing, if any