definiens: shall mean ( i ) from the Cl osing Date until the fourth ( 4 th ) anniversary of the Closing Date, the lesser of ( A ) twenty - one percent ( 21 % ) of the Shares of Then Outstanding Common Stoc k, in the case of this clause ( A ) only, calculated on a f ully diluted basis assuming the full conversion int o, or exercise or exchange for, shares of Common Stock of all Comm on Stock Equivalents outstanding ( as such Common Stock Equivalents outstanding are calculated from t he Company ’s most recent Form 10 - Q or Form 10 - K, as applicable, filed with the SEC ), and ( B ) twenty - fiv e percent ( 25 % ) of the Shares of Then Outstanding C ommon Stock, and ( ii ) from the fourth ( 4 th ) anniversary of the Closing Date until the expirat ion of the Standstill Term, thirty percent ( 30 % ) of the Shares of Then Outstand ing Common Stock