definiens: means, with respect to the first Auspex Change of Control to occur during the term of this Agreement, the sum of ( a ) the aggregate amount of all cash and the fair market value of all securities and/or other property paid or payable on or after the closing of the Auspex Change of Control as consideration for or with respect to an Auspex Change of Control, including without limitation all amounts paid or payable, distributed or distributable or issued or issuable to stockholders of Auspex on or after the closing of the Auspex Change of Control and/or holders of convertible securities, options, warrants, stock appreciation rights or similar rights or securities in Auspex, whether vested or unvested ( collectively, the ), including any consideration subject to an earn -out provision, escrow agreement or similar arrangement which is actually paid to Auspex or to the Securityholders following the achieve ment of the conditions relating to such earn -out provision, the expiration of the escrow agreement or satisfaction of a similar arrangement, and the aggregate amount of any indebtedness for money borrowed that is outstanding as of the closing of such Auspe x Change of Control and/or assumed, retired or defeased by the surviving entity resulting from such Auspex Change of Control, in each case as consideration for or with respect to such Change of Control, and ( b ) any consideration that would have otherwise b een paid to stockholders of Auspex at the closing of such Auspex Change of Control but for the payment obligations described in Section 3.4 of this Agreement . If Auspex is the surviving entity in the Auspex Change of Control and the issuer of equity securi ties held by the stockholders of Auspex immediately prior to the date of the Auspex Change of Control remains unchanged as a result of the Auspex Change of Control, then the Auspex Change of Control Consideration shall include ( in addition to the amounts s pecified above ) Auspex ’s reasonable estimate of the fair market value of the Common Stock of Auspex, Preferred Stock of Auspex, and options, warrants or other rights to purchase Preferred Stock or Common Stock of Auspex owned by the stockholders of Auspex immediately following the consummation of the Auspex Change of Control