definiens: shall mean each share of the Company ’s Class A Common Stockoutstanding as of immediately prior to the Effective Time and each share of the Company ’s Class A Common Stock which asof immediately prior to the Effective Time is issuable upon ( 1 ) the conversion of all Company Preferred Stock outstanding asof immediately prior to the Effective Time ( it being understood that each share of the Company ’s Series A Preferred Stock isconvertible into 5.187097 shares of the Company ’s Class A Common Stock, each share of the Company ’s Series B PreferredStock is convertible into 5.187097 shares of the Company ’s Class A Common Stock, each share of the Company ’s Series CPreferred Stock is convertible into 33.5 shares of the Company ’s Class A Common Stock, each share of the Company’sSeries D Preferred Stock is convertible into one share of the Company ’s Class A Common Stock and each share of theCompany ’s Series E Preferred Stock is convertible into one share of the Company ’s Class A Common Stock ), ( 2 ) the exerciseof the IQ Options outstanding as of immediately prior to the Effective Time for shares of the Company ’s Class B CommonStock and the Company ’s Class B-1 Common Stock and the conversion of such shares of the Company ’s Class B CommonStock and the Company ’s Class B-1 Common Stock ( it being understood that each share of the Company ’s Class B CommonStock is convertible into 5.187097 shares of the Company ’s Class A Common Stock and each share of the Company’sClass B-1 Common Stock is convertible into one share of the Company ’s Class A Common Stock ), and ( 3 ) the exercise of allvested Company Options ( including any Company Option or portion thereof that becomes vested and exercisableimmediately prior to the Effective Time ) and Company Warrants outstanding and unexercised as of immediately prior to theEffective Time