definiens: means, as of immediately prior to the Effective Time, the sum of ( i ) thenumber of shares of Parent Common Stock outstanding ( whether or not subject to any restrictions or right of repurchase infavor of Parent ), ( ii ) the number of shares of Parent Common Stock into which any outstanding convertible or exchangeablesecurities may be converted or exchanged ( whether or not then convertible or exchangeable, and regardless of the conversion, exchange or exercise price ), ( iii ) the number of shares of Parent Common Stock issuable upon exercise of all outstandingParent Options ( whether or not then exercisable, and regardless of the exercise price ), but excluding for purposes of thiscalculation ( x ) any shares of capital stock held in the treasury of Parent, ( y ) reserved for future option grants under the ParentStock Plan or ( z ) reserved for future issuance under the Parent 2003 Employee Stock Purchase Plan, and ( iv ) the number ofshares of Parent Common Stock issuable pursuant to the reinvestment of proceeds received in connection with the prepaymentof certain Parent Notes held by certain holders equal to the sum of the principal and unpaid interest outstanding on suchParent Notes divided by the Parent Common Stock Price