definiens: means the sum of, without duplication, ( a ) the aggregate number of shares of Common Stockoutstanding immediately prior to the Effective Time, ( b ) the aggregate number of shares of Common Stock into which theshares of : ( i ) Series A-1 Stock outstanding immediately prior to the Effective Time are then convertible, and ( ii ) Series A-2Stock outstanding immediately prior to the Effective Time are then convertible, ( c ) the aggregate number of shares ofCommon Stock into which shares of Series A-2 Stock issuable upon exercise of the Warrant would then be convertible, ( d ) theaggregate number of shares of Common Stock subject to In - the - Money Options outstanding and unexercised immediatelyprior to the Effective Time and ( e ) the aggregate number of shares of Common Stock subject to Out - of - the - Money Optionswith respect to which the holder thereof shall have paid the Out - of - the - Money Differential