definiens: means, with respect to each Stockholder and Option Holder, ( a)the sum of ( i ) the total number of shares of Common Stock owned by such Person as ofimmediately prior to the Effective Time, ( ii ) the total number of shares of Common Stock intowhich shares of Preferred Stock owned by such Person as of immediately prior to the EffectiveTime are convertible as of the Effective Time, ( iii ) the total number of shares of Common Stockissuable upon exercise of the Options held by such Person immediately prior to the EffectiveTime that become Cancelled Options pursuant to Section 3.1(b)(i ), and ( iv ) the total number ofshares of Common Stock issuable upon exercise of the Ungranted Options held by suchSpecified Person that become Cancelled Options pursuant to Section 3.1(b)(i ) divided by ( b ) theFully Diluted Common Share Count