definiens: shall mean, collectively, ( i ) any Closing Excess that becomes payable to CompanyEquityholders pursuant to Section 1.12(b)(ii ), plus ( ii ) any portion of the General Escrow Fund or the AdjustmentEscrow Fund that may become distributable to Company Equityholders pursuant to this Agreement and the EscrowAgreement, plus ( iii ) any Company Equityholder Representative Account Payment that becomes payable to CompanyEquityholders pursuant to Section 1.11(i ), plus ( iv ) any portion of the Milestone Consideration that becomes payablepursuant to this Agreement ( less any Set - Off Amount withheld therefrom pursuant to Section 7.6(a ) ), and plus ( v ) anyportion of a Set - Off Amount that becomes payable by the Buyer pursuant to Section 7.6(c ), with interest as providedtherein