definiens: means, with respect to an Equityho lder as of any date of determination, a fraction, ( a ) the numerator of which is the sum of the value of ( i ) t he Closing Merger Consideration and ( ii ) the Contin gent Merger Consideration payable to such holder pursuan t to this Agreement as of the date of determination and ( b ) the denominator of which is the sum of the valu e of ( i ) the Closing Merger Consideration and ( ii ) the Contingent Merger Consideration payable to all Equi tyholders pursuant to this Agreement as of the date of determination ( in each case without taking into acc ount the deduction of any portion of the Equityhold er Expense Fund to be delivered to the Equityholder Re presentative or any portion of the Indemnity Escrow Fund to be deposited with the Escrow Agent, in each case, on behalf of such Persons pursuant to this Agreem ent )