definiens: means the number of whole shares of Parent Common Stock determined by dividing the Stock Consideration Amount by the Average Closing Price, rounded up to t he nearest whole share ; provided, that the Closing Merger Shares shall be increased or decreased ( but in no event in excess of five percent ( 5 % ) of the number of Closing Merger Shares resulting by using the Average Closing Price ) to equal the number of who le shares of Parent Common Stock determined by dividing the Stock Consideration Amount by the Alternative Closing Price, rounded up to the nearest whole share ; provided, further, that in the event the number of Closing Merger Shares would result in the agg regate number of shares of Parent Common Stock issuable at the Closing ( taken together with any Severance Shares and New Debt Conversion Shares ) exceeding 19.9 % of the number of shares of Parent Common Stock outstanding at the time of Closing, then the Closing Merger Shares shall equal that number of shares of Parent Common Stock equal to 19.9 % of the number of shares of Parent Common Stock outstanding as of the Closing Date, minus the Severance Shares and New Debt Conversion Shares ( the ), and the difference ( the ) between the Stock Consideration Amount and the portion of the Stock Consideration Amount represented by the Capped Closing Merger Shares shall be added to the amount to be paid by Parent ( or that Parent shall cause to be paid ) to the Exchange Agent for further distribution to the Stockholders, at the time of, and together with, the first to be paid Milestone Payment in accordance with the provisions of Section 1.08