Applicable Post-Closing Fully Diluted Shares

Applicable Post-Closing Fully Diluted Shares. As of the time of the closing (or, if there are multiple closings, any closing) in connection with the Special Financing, (i) the number of shares of Common Stock issued and outstanding immediately prior to such time (calculated on a fully diluted basis assuming the conversion into, or exercise for, Common Stock of any and all then outstanding securities of the Company that are convertible into, or exercisable for, Common Stock in accordance with the respective terms of such securities after... giving effect to (1) any stock split, stock dividend issued, reverse stock split and other similar event that becomes effective at such time and (2) any forced conversion or other restructuring of the capital structure of the Company that becomes effective at such time as a result of, or in connection with, the application of any pay-to-play or similar type of provisions, but excluding from this clause (i) any shares of Common Stock issuable upon exercise of any stock options granted by the Company to the Optionee), plus (ii) the number of shares of Common Stock available at that time for future grant of stock options or other equity incentive awards under the Company's equity incentive plans, plus (iii) the sum of (x) the number of shares of Common Stock that the Company is selling and issuing at such time to investors pursuant to the Special Financing, (y) the number of shares of Common Stock, if any, that the Company has sold and issued prior to such time to investors pursuant to the Special Financing and (z) the number of shares of Common Stock, if any, that the Company is legally required to sell and issue after such time to investors pursuant to the Special Financing (the number of shares of Common Stock referred to in the foregoing clauses (x)-(z) shall be calculated (1) assuming the conversion into, or exercise for, Common Stock of any and all securities sold and issued or to be sold and issued by the Company to investors pursuant to the Special Financing that are convertible into, or exercisable for, Common Stock in accordance with the respective terms of such securities and (2) making proportionate and equitable adjustments upon any stock splits, stock dividends issued, reverse stock splits and other similar events) and plus (iv) the Applicable Option Shares View More