definiens: means, at any time of determination, an amount equal to:(a ) the aggregate amount of all fees, expenses, indemnification payments ( if any ) and any other amounts due andowing and paid prior to such time or then continuing to be payable by the Company to Guggenheim Securities, LLC inconnection with the transactions contemplated by the Merger Agreement pursuant to the Engagement Letter betweenthe Company and Guggenheim Securities, LLC in effect at the Effective Time, less(b ) any portion of the amount specified in the preceding clause ( a ) that was actually deducted in the computationof any prior Milestone Payment ( i ) made to the Holders prior to such time of determination or ( ii ) which would havebeen made to the Holders prior to such time of determination but for being equal to zero as a result of the deduction ofthe Advisory Fee Deduction or the Adjustment Payment ( or any portion of any of the foregoing ) in its computation