definiens: means ( i ) the BaseConsideration, minus ( ii ) the amount of Indebtedness as finally determined pursuant to Article II, plus ( iii ) the amount, if any, by which the Net Working Capital as finally determined pursuant to Article II exceeds the Target Net Working CapitalAmount, minus ( iv ) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital asfinally determined pursuant to Article II, minus ( v ) the Escrow Amount, plus ( vi ) the amount of Cash as finally determinedpursuant to Article II if such amount of Cash is positive, minus ( vii ) the amount of Cash as finally determined pursuant toArticle II if such amount of Cash is negative, minus ( viii ) the amount of Transaction Expenses as finally determined pursuantto Article II, plus ( ix ) the aggregate exercise price of the Options that are outstanding immediately prior to the Effective Time