definiens: means ( x ) a number of shares of Parent Common Stockequal to the 49.0 % of the Parent Closing Shares Outstanding, and ( y ) New Warrants to purchase a number of sharesof Parent Common Stock which, when combined with the number of shares to be issued pursuant to clause(x ) hereof, will be equal to 49.0 % of the Parent Fully Diluted Shares Outstanding ; provided however, that the numberof shares of Parent Common Stock in clause ( y ) hereof shall be the minimum required in order to allow each of thethree stockholders of Buyer Parent holding the largest number of shares of Buyer Parent Common Stock ( other thanthe Company and its Subsidiaries ) to hold no more than 9.99 % of the aggregate number of shares of Parent CommonStock issued and outstanding at the Closing Date, or such other percentage ownership threshold that may berequested by such stockholders subject to the Company ’s consent in its sole discretion