definiens: shall mean:(a ) with respect to any Company Share, a fraction, ( i ) the numerator ofwhich is the number of shares of Company Common Stock represented thereby as ofimmediately prior to the Effective Time and after giving effect to the exercise in full for cash of theCompany Warrants in accordance with Section 1.13(c ), and ( ii ) the denominator of which is thenumber of Fully Diluted Shares held by all Company Stockholders as of immediately prior to theEffective Time minus the aggregate number of shares of Company Common Stock subject toCompany Options held by all Company Stockholders and outstanding as of immediately prior tothe Effective Time, after giving effect to the exercise in full for cash of the Company Warrants inaccordance with Section 1.13(c ) ; and(b)with respect to any Company Stockholder, including for purposes ofdetermining such Company Stockholder ’s share of the liability of the Company Stockholdersunder Article VII, a fraction, ( i ) the numerator of which is the number of shares of CompanyCommon Stock represented by all shares of Company Common Stock held by such CompanyStockholder and all shares of Company Common Stock issuable upon exercise or conversion ofCompany Preferred Stock held by such Company Stockholder, in each case as of immediatelyprior to the Effective Time and after giving effect to the exercise in full for cash of the CompanyWarrants in accordance with Section 1.13(c ), and ( ii ) the denominator of which is the number of- 78 - Fully Diluted Shares held by all Company Stockholders as of immediately prior to the EffectiveTime minus the aggregate number of shares of Company Common Stock subject to CompanyOptions held by all Company Stockholders and outstanding as of immediately prior to theEffective Time, after giving effect to the exercise in full for cash of the Company Warrants inaccordance with Section 1.13(c )