definiens: shall mean the number of shares of Parent Common Stock equal to ( a ) ( i ) 0.45times ( ii ) ( A ) $ 90.0 million, plus ( B ) $ 35.0 million, plus ( C ) the Earnout Amount, plus ( D ) the Fourth Payment, minus ( b ) theClosing Shares times the Closing Average Stock Price, divided by ( c ) the greater of $ 15.00 and the Fourth Payment AverageStock Price ; provided, that, if Parent does not obtain stockholder approval for the issuance of the aggregate number of sharesissuable to the Holders in connection with the Aggregate Second Payment Amount, Third Payment Amount and FourthPayment Amount at the 2005 Annual Meeting and Parent would have, but for this proviso, been required to, issue more thanan aggregate of 4.2 million shares of Parent Common Stock pursuant to Sections 2.5(a)(i)(B ), 2.5(a)(ii)(A ), 2.5(a)(iii)(A),2.5(a)(iv)(A ), 2.5(b ) and 2.5(c ), then the Fourth Payment Minimum Share Number shall be reduced to 4.2 million minus theaggregate number of shares issued 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 ) ; provided, further, that in the event that the Fourth Payment Average Stock Price is less than $ 15.00 per share, the Fourth PaymentMinimum Share Number shall be reduced to zero