Conversion Stock Deemed Outstanding

Conversion Stock Deemed Outstanding. Means, at any given time, the number of shares of Conversion Stock actually outstanding at such time, plus the number of shares of Conversion Stock deemed to be outstanding pursuant to Sections 5(c) (i) and 5(c)(ii) hereof, regardless of whether or not the applicable Options and Convertible Securities are actually exercisable at such time, but excluding any shares of Conversion Stock issuable upon conversion of the Convertible Notes.