definiens: means, subject to Section 2.5(f ), the total number of shares of Zordich Common Stockoutstanding immediately prior to the Effective Time expressed on a fully - diluted and as - converted to Zordich Common Stock basis, andassuming, without limitation or duplication, ( i ) the issuance of shares of Zordich Common Stock in respect of all Zordich Options, warrants or other rights to receive such shares that will be outstanding immediately after the Effective Time, ( ii ) the settlement inshares of each Zordich RSU outstanding as of the Effective Time pursuant to Section 6.8, solely to the extent such Zordich RSUs arenot settled prior thereto and ( iii ) the issuance of shares of Zordich Common Stock pursuant to the letter agreement between Zordichand MTS Health Partners, L.P., dated September 3, 2019 ( to the extent authorized by Zordich )