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