definiens: means the sum of ( a ) the aggregate amountnecessary to fully discharge the then outstanding balances of Transaction Expenses, it being understood that pursuant to theSeparation and Release Agreements a portion of the amount otherwise payable to executives thereunder will be included in theEscrow Amount, and such executives will have a proportionate interest in the Escrow Funds plus ( b ) the aggregate amountnecessary to fully discharge the then outstanding balances of The Ware Firm Payoff Amount in accordance with instructions setforth in a payoff letter issued by The Ware Firm not earlier than ten ( 10 ) Business Days prior to the Closing Date, setting forth theamount required to repay all The Ware Firm Payoff Amount in full on the Closing Date, together with wire transfer instructionsand directions from The Ware Firm and the Company authorizing Parent to transfer funds to The Ware Firm in order to payoffThe Ware Firm Payoff Amount plus ( c ) an amount equal to the Aggregate Merger Consideration, to be paid into the TransactionExpenses and Merger Consideration Escrow Account as contemplated by Section 1.06(a)(iii)(A )