definiens: shall mean the number of shares of Parent Common Stock equal to ( a ) ( i ) 0.45times ( ii ) ( A ) $ 90.0 million, plus ( B ) $ 40.0 million, plus ( C ) the Earnout Amount, minus ( b ) the Closing Shares times theClosing Average Stock Price, divided by ( c ) the greater of $ 15.00 and the Third Payment Average Stock Price ; provided, that, if Parent does not obtain stockholder approval for the issuance of the aggregate number of shares issuable to the Holders inconnection with the Aggregate Second Payment Amount, Third Payment Amount and Fourth Payment Amount at the 2005Annual Meeting and Parent would have, but for this proviso, been required to, issue more than an aggregate of 4.2 millionshares of Parent Common Stock pursuant to Sections 2.5(a)(i)(B ), 2.5(a)(ii)(A ), 2.5(a)(iii)(A ), 2.5(b ) and 2.5(c ), then the ThirdPayment Minimum Share Number shall be reduced to 4.2 million minus the aggregate number of shares issued pursuant toSections 2.5(a)(i)(B ), 2.5(a)(ii)(A ), 2.5(b ) and 2.5(c ) ; provided, further, that in the event that the Third Payment Average StockPrice is less than $ 15.00 per share, the Third Payment Minimum Share Number shall be reduced to zero