definiens: means the net amount, which may be positive or negative, equal to : ( i ) ( A ) the Estimated Company Transaction Costs ; minus ( B ) the Company Transaction Costs ( as finally determined in accordance with Section 3.5(b ) ) ; plus ( ii ) ( A ) the Estimated Assumed Liabilities minus ( B ) the Closing Assumed Liabilities ( as finally determined in accordance with Section 3.5(b ) ) ; plus ( iii ) ( A ) 50 % of the Closing A / R and Cash minus ( B ) 50 % of the Estimated Closing A / R and Cash ( as finally determined in accordance with Section 3.5(b ) ) . means a number of shares of Parent Common Stock equal to ( i ) the absolute value of the Adjustment Amount, divided by ( ii ) the Parent Trading Price . If the Adjustment Amount is a positive number, then the Parent Consideration Shares shall be increased by a number of shares of Parent Common Stock equal to the Adjustment Shares, and if the Adjustment Amount is a negative number, the Parent Consideration Shares shall be decreased by a number of shares of Parent Common Stock equal to the Adjust ment Shares . If the Adjustment Amount is a positive number, then within five ( 5 ) Business Days after the final determination of the amount pursuant to Section 3.5(b ), Parent shall issue a number of shares of Parent Common Stock equal to the Adjustment Shar es to the Escrow Beneficiaries and deliver such shares to the Escrow Beneficiaries based on each such Escrow Beneficiary ’s Pro Rata Portion . In furtherance of the foregoing payments, if the Adjustment Amount is a positive number, the Representative shall, not later than five ( 5 ) Business Days after the final determination of such amount pursuant to Section 3.5(b ), deliver to Parent an updated Closing Payment Schedule ( which need not be certified by an officer of the Company ) setting forth the portion of suc h Adjustment Amount payable to each Escrow Beneficiary . If the Adjustment Amount is a negative number, Parent shall be entitled to recover a number of shares of Parent Common Stock equal to the Adjustment Shares solely from the Escrowed Shares, and, within five ( 5 ) Business Days after the final determination of such amount pursuant to Section 3.5(b ), the Representative and Parent shall jointly instruct the Escrow Agent to either cancel or transfer to Parent ( at Parent ’s election ) a number of the Escrowed Sh ares equal in value to such amount