definiens: means any business which supplies Relevant Products or Services ; means any person, governmental body, agency or authority which is or was responsible for conducting investigationspursuant to, monitoring compliance with and/or upholding and enforcing Competition Law, including the United Kingdom Competition and MarketsAuthority and the European Commission ; means the competition, antitrust, trade practices, merger control and similar laws which are, or have been, applicable in anyjurisdiction in which any Acquired Group Company conducts, has conducted, or intends to conduct, business or where its activities may have aneﬀect, including Articles 101 and 102 of the Treaty on the functioning of the European Union, Chapters I and II of the Competition Act 1998, theEnterprise Act 2002 and the EU Merger Regulation ( Regulation 139/2004 / EC ) ; means completion of the sale and purchase of the Shares in accordance with Clause 4.1 ; means a consolidated balance sheet of the Acquired Group in the format set out in Part 2 of Schedule 11 as at theEffective Time prepared and agreed or determined in accordance with Clause 5 and Schedule 11 ; means USD $ 132,647,794, being the aggregate of:(a ) the Headline Purchase Price;(b ) PLUS USD $ 82,770, being the amount of Estimated Net Debt;(c ) LESS the Escrow Amount;(d ) LESS the Consideration Shares Amount;(e ) LESS the US Sale Consideration;(f ) LESS the W&I Policy Premium;(g ) LESS the Tail Policy Premium USD;(h ) LESS 50 % of the Escrow Fee ;, and have the respective meanings given in Clause 5 ; means the date on which Completion takes place;9CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT ISNOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED