definiens: means, as applied to : ( a ) Company Net Cash, the aggregate amount of costs and expenses ofCompany and the other Acquiring Companies, collectively, incurred ( or, with respect to costs and expenses incurredafter the Determination Date, expected to be incurred based on receipt of a good faith written estimate ) in connectionwith the negotiation, preparation and execution of this Agreement and the consummation of the transactionscontemplated hereby, including any brokerage fees and commissions, finders ’ fees or financial advisory fees, anyfees and expenses of counsel or accountants payable by any Acquiring Company, Taxes, and any transactionbonuses or similar items, in each case to the extent unpaid ; and ( b ) [COMPANY] Net Cash, the aggregate amount of costsand expenses of [COMPANY] and the other [COMPANY] Companies, collectively, incurred ( or, with respect to costs andexpenses incurred after the Determination Date, expected to be incurred based on receipt of a good faith writtenestimate ) in connection with the negotiation, preparation and execution of this Agreement and the consummation ofthe transactions contemplated hereby, including any brokerage fees and commissions, finders ’ fees or financialadvisory fees, any fees and expenses of counsel or accountants payable by any [COMPANY] Company ( but excluding$440,000 or, if less, the aggregate amount of all Transaction Costs comprising fees and expenses of accountants inrespect of the preparation of pro forma financial statements suitable for inclusion in the Proxy Statement ), Taxes, andany transaction bonuses or similar items, in each case to the extent unpaid ; provided, however, that, in the case ofeach of clauses ( a ) and ( b ), Transaction Costs will ( A ) only include 50 % of the costs and expenses associated withthe services provided by the Transfer Agent, in each case, only to the extent that such Transaction Costs have notbeen, and will not be, paid by an Acquiring Company prior to the Closing and ( B ) not include Excluded Charges