definiens: means the amount, whether positive or negative, ofParent ’s Cash and Cash Equivalents after the Closing ( taking into account, for theavoidance of doubt, the state of affairs necessary for Parent to cause to be deliveredthe certificate referenced in Section 8.3(c ) ), determined in a manner consistent withthe manner in which such items were determined in the Budget ; provided, however, that ( a ) no amounts incurred by Parent in excess of projected amounts included in theBudget line items for Printer and Broadridge / Mediant shall reduce Parent Net Cashand ( b ) no amounts included under Public Company Expenses at the end of theParent Budget ( i.e., NYSE Annual Listing Fees, FY 1.31.2020 Audit, reverse stocksplit implementation and FINRA Fee ) shall be included in determining Parent NetCash, but ( c ) all other obligations and liabilities existing or incurred by Parent throughconsummation of the Merger and Closing shall be included in reducing Cash andCash Equivalents and determining Parent Net Cash