definiens: means the total number of shares of Parent CommonStock outstanding immediately prior to the Effective Time expressed on a fully - dilutedbasis, but assuming, without limitation or duplication, ( i ) with respect to Parent Options, the cashless exercise solely of those Parent Options outstanding as of immediatelyprior to the Effective Time with an exercise price less than the Parent Closing Price ( andotherwise disregarding any other Parent Options ) and ( ii ) the issuance of shares ofParent Common Stock in respect of all other outstanding options, warrants or rights toreceive such shares ( assuming cashless exercise using the Parent Closing Price in thecase of options, warrants and other similar rights ), whether conditional or unconditionaland including any outstanding options, warrants or rights triggered by or associated withthe consummation of the Merger ( but excluding any shares of Parent Common Stockreserved for issuance ) . For the avoidance of doubt, no out - of - the - money Parent Optionsshall be included in the total number of shares of Parent Common Stock outstanding forpurposes of determining the Parent Outstanding Shares