definiens: means ( a ) an amount in cash equal to ( i ) theBase Cash Purchase Price, plus ( ii ) the Closing Cash ( an estimate of which is included inthe Estimated Closing Cash Consideration Statement ), plus ( iii ) the aggregate exerciseprice of all Company Options outstanding as of immediately prior to the Effective Time(other than Forfeited Options ), plus ( iv ) the amount, if any, by which Closing Net WorkingCapital is greater than the Target Working Capital ( an estimate of which is included in theEstimated Closing Cash Consideration Statement ), minus ( v ) the amount, if any, by whichClosing Net Working Capital is less than the Target Working Capital ( an estimate of whichis included in the Estimated Closing Cash Consideration ), minus ( vi ) the Cash EscrowAmount, minus ( vii ) the Unpaid Company Transaction Expenses, minus ( viii ) the CompanyEquityholder Representative Expense Amount, minus ( ix ) the Closing Indebtedness ; plus(b ) the Buyer Common Stock Consideration