definiens: means either ( a ) if the Buyer Series D Financing closes prior to any Contingent Payment becoming payable, then thenumber of shares of Series D Preferred Stock of Buyer equal to the quotient of ( x ) $ 2,000,000 divided by ( y ) the cash price per share of theSeries D Preferred Stock ( such quotient rounded down to the nearest whole number ), with the terms of such stock substantially ascontemplated by the Series D Term Sheet ; or ( b ) if no Buyer Series D Financing closes prior to any Contingent Payment becoming payable, then 1,167,000 shares of the Series C Preferred Stock of Buyer ; provided, however, that if Buyer ’s initial public offering occurs prior to anyContingent Payment becoming payable, then shall mean the number of shares of the common stock of the Buyer equal to thequotient of ( x ) $ 2,000,000 divided by ( y ) the cash price per share of the Series C Preferred Stock or the Series D Preferred Stock, whicheverwas more recently sold by the Buyer in an equity financing ( such quotient rounded down to the nearest whole number )