definiens: shall mean ( i ) $ 50,000,000, minus ( ii ) the Company Expense Amount, minus(iii ) the Company Debt Amount other than such portion thereof that constitutes the Permitted Company Debt Amountbut including, for the avoidance of doubt ( but subject to Section 4.12 ), the Company Debt Amount under theConvertible Note, minus ( iv ) the Employee Obligations Amount, minus ( v ) the General Escrow Amount andAdjustment Escrow Amount, plus ( vi ) the amount, which may be a positive or negative number, equal to theEstimated Net Working Capital minus the Target Net Working Capital, plus ( vii ) the Estimated Closing Cash, plus(viii ) the aggregate exercise price of all Company Options in respect of which a portion of the Closing MergerConsideration is actually paid pursuant to Section 1.13(a)(i ), and plus ( ix ) the aggregate exercise price of all CompanyWarrants in respect of which a portion of the Closing Merger Consideration is actually paid pursuant to Section 1.13(c)(i )