definiens: means the total number of shares of ApricusCommon Stock outstanding immediately prior to the Effective Time expressed on afully - diluted basis, but assuming, without limitation or duplication, ( i ) with respect toApricus Options, the cashless exercise solely of those Apricus Options outstandingas of immediately prior to the Effective Time with an exercise price less than theApricus Closing Price ( and otherwise disregarding any other Apricus Options ), ( ii)with respect to Apricus Warrants, the cashless exercise solely of those ApricusWarrants outstanding as of immediately prior to the Effective Time with an exerciseprice less than the Apricus Closing Price ( and otherwise disregarding any otherApricus Warrants ), ( iii ) with respect to Apricus RSUs, the settlement of such ApricusRSUs for shares of Apricus Common Stock on a net settlement basis as providedin Section 1.5 and ( iv ) the issuance of shares of Apricus Common Stock in respectof all other outstanding options, warrants or rights to receive such shares ( assumingcashless exercise using the Apricus Closing Price in the case of options, warrantsand other similar rights ), whether conditional or unconditional and including anyoutstanding options, warrants or rights triggered by or associated with the95Exhibit 2.1consummation of the Merger ( but excluding any shares of Apricus Common Stockreserved for issuance other than with respect to outstanding Apricus Options andoutstanding Apricus RSUs under the Apricus Stock Plans )