definiens: means ( a ) a number of shares of ParentCommon Stock such that the Timber Allocation Number ( or TAN ) divided by the sumof the Timber Allocation Number plus the Parent Fully Diluted Number ( or PFDN)would equal the Timber Percentage ( or TP ), as further shown by the formula thatfollows, less ( b ) 200,000 shares of Parent Common Stock ( which number shall beappropriately adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like changebetween the date of this Agreement and the Effective Time):Picture 1 means an equity financing to be consummated at orimmediately prior to the Closing whereby the Company receives gross proceeds ofnot less than twenty million dollars ( $ 20,000,000 ) . The Timber membership intereststo be issued in the Timber Funding are part of the Timber Percentage