definiens: means the sum of : ( i ) the shares of Class A Common Stock issued and to beissued to COH in accordance with Section 4.3, ( ii ) the number of shares of Common Stock ( excluding ( x ) the sharesreferenced in the foregoing subclause ( i ) and ( y ) shares issued to employees, directors and consultants in theircapacity as such ) of Licensee outstanding, and ( iii ) the maximum number of shares of Common Stock of Licenseeissuable ( assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability ) upon theexercise, conversion or exchange of all evidences of indebtedness, shares or other securities directly or indirectlyconvertible into or exchangeable for Common Stock of the Licensee, including all rights, options or warrants tosubscribe for, purchase or otherwise acquire shares of Common Stock of the Licensee but excluding options andrights granted to employees, directors and consultants in their capacity as such )