definiens: means ( i ) the Cash on Hand of the Company as of 11:59 p.m. Eastern Standard Time on the day immedia tely prior to the date of the Warrant Exercise Clos ing ( so long as such amount is a positive number ) plus ( ii ) [ * * * * ], less ( iii ) any liabilities of the Company ( including Pre - Closing Tax Liabilities ( including an estimate of Pre - Closing Tax Liabilities for the portion of a ny Straddle Period ending on the date of the Warrant Exercise C losing ) ) included on the Closing Balance Sheet of t he Company ( determined, in each case, in accordance wi th GAAP, consistently applied in accordance with pa st practices ) as of 11:59 p.m. Eastern Standard Time o n the day immediately prior to the date of the Warr ant Exercise Closing ( except that Pre - Closing Tax Liabi lities shall be determined as of the end of the day on the Warrant Exercise Closing Date ) ( the amount in claus e ( ii ) to be expressed as a positive number )