definiens: means the number of shares equal to the sum ofthe immediately following clauses ( 1 ) through ( 4 ), as adjusted pursuant to the immediately following clause ( 5 ): ( 1 ) the total number of shares of CGI Common Stock outstanding immediatelyprior to the Effective Time ; plus ( 2 ) the total number of shares of CGI Common Stock issuable upon theconversion of ( x ) that certain Convertible Promissory Note, dated July 17, 2018, issued by CGI infavor of Iliad Research and Trading, L.P. ( the ) and ( y ) all PermittedConvertible Debt ; plus ( 3 ) to the extent not included in the immediately preceding clauses ( 1 ) or ( 2 ) orthe immediately following clause ( 4 ), all CGI Common Stock ( including all CGI Common Stockissuable upon exercise or conversion of any Equity Interests or convertible debt or other convertibleinstrument, whether or not then exercisable or convertible ) issued by CGI on or after the date hereofand on or prior to the Closing Date ; plus ( 4 ) the total number of shares of CGI Common Stock represented by ( i ) warrantsto purchase Equity Interests of CGI and ( ii ) CGI Stock Options, in each case outstandingimmediately prior to the Effective Time, determined using the treasury stock method