definiens: means, with respect to ( i ) each share of Company Stock, ( ii ) each Share ofCommon Stock subject to In - the - Money Options that are outstanding and unexercised as of immediately prior to the EffectiveTime and ( iii ) each share of Common Stock issuable upon automatic exercise of the Warrant in accordance with its terms at theEffective Time to the extent the Warrant is outstanding and unexercised immediately prior to the Effective Time, the fraction : ( a ) having a numerator equal to, as the case may be, the amount specified in Section 2.02(c)(i ) in respect of such share ofPreferred Stock, Section 2.02(d)(i ) in respect of such share of Common Stock, Section 2.03(a)(i ) in respect of each share ofCommon Stock subject to an In - the - Money Option that is outstanding and unexercised as of immediately prior to theEffective Time, or Section 2.04(a ) in respect of such share of Common Stock issuable upon the automatic exercise of theWarrant in accordance with its terms at the Effective Time ; and ( b ) having a denominator equal to the aggregate total of all amounts specified in Section 2.02(c)(i ) in respect of PreferredStock, Section 2.02(d)(i ) in respect of Common Stock, Section 2.03(a)(i ) in respect of Common Stock subject to In - the - MoneyOptions that are outstanding and unexercised as of immediately prior to the Effective Time, and Section 2.04(a ) in respect ofCommon Stock issuable upon the automatic exercise of the Warrant in accordance with its terms at the Effective Time