definiens: means an amount ( payable in cash in immediately available United Statesfunds ), equal to ( a ) the sum of ( i ) three hundred fifty million dollars ( $ 350,000,000 ) and ( ii ) the Exercise Amount less ( b ) thesum of ( 1 ) the aggregate of all Transaction Expenses listed in the updated Transaction Schedule delivered pursuant toSection 6.09, ( 2 ) the aggregate amount of cash paid to Equityholders pursuant to the Spin Out Agreement, ( 3 ) theEquityholders ’ Representative ’s Fund Amount, ( 4 ) the aggregate of all unpaid Change in Control Payments listed in theupdated Transaction Schedule delivered pursuant to Section 6.09, ( 5 ) the Colorescience Cash Contribution, ( 6 ) the aggregateamount of all Cash Option Payments, ( 7 ) the Spin Out Taxable Gain Adjustment, ( 8) the Company Debt, and ( 9 ) theColorescience Intercompany Adjustment