definiens: means the total number of shares of Company CapitalStock outstanding immediately prior to the Effective Time expressed on a fully - dilutedand as - converted to Company Common Stock basis and assuming, without limitation orduplication, ( i ) the cashless exercise of all Company Options outstanding as ofimmediately prior to the Effective Time with an exercise price less than the ParentClosing Price ( on a converted to Company Common Stock basis ) and ( ii ) the issuanceof shares of Company Capital Stock in respect of all other outstanding options, warrantsor rights to receive such shares ( assuming cashless exercise using the Parent ClosingPrice ( on a converted to Company Common Stock basis ) in the case of options, warrants and other similar rights ), whether conditional or unconditional and including anyoutstanding options, warrants or rights ( including any convertible notes and accruedinterest in connection therewith and any accrued dividends on Company Capital Stock)triggered by or associated with the consummation of the Merger ( but excluding anyshares of Company Common Stock reserved for issuance ) . For the avoidance of doubt, no out - of - the - money Company Options shall be included in the total number of shares ofCompany Capital Stock outstanding for purposes of determining the CompanyOutstanding Shares