definiens: shall mean that number of Shares as isequal to the lesser of ( A ) 0.0999 multiplied by the number of shares of the Company ’s Common Stock outstanding asof the Election Notice Date, rounded down to the nearest whole share, minus the number of Initial Closing Sharespurchased pursuant to Section 2.3(a ) of this Agreement and ( B ) $ 10,000,000 divided by the Extension Closing SharePrice, rounded down to the nearest whole share ; provided, however, that to the extent that the purchase of suchExtension Closing Shares in addition to the Initial Closing Shares would result in Purchaser beneficially owning inexcess of 19.99 % of the outstanding shares of Common Stock or the voting power of the Company as of immediatelyprior to the Effective Date ( the ), then the number of Extension Closing Shares purchased byPurchaser pursuant to this Agreement shall be reduced to the extent necessary such that such beneficial ownershipdoes not exceed the Ownership Maximum . For the avoidance of doubt, if the Company does not deliver the ElectionNotice pursuant to Section 5.2(b ) of the License Agreement within the time period specified therein, there will not bean Extension Closing and the Purchaser shall have no rights or obligations to acquire Shares under thisSection 2.3(b )