definiens: shall mean, without duplication and subject to Section8.3 ( including with respect to any sharing of fees and/or expenses contemplated by this Agreement ), with respectto each party, all fees and expenses incurred by such party at or prior to the Effective Time in connection with theContemplated Transactions and this Agreement, including ( a ) any fees and expenses of legal counsel andaccountants, the amount of fees and expenses payable to financial advisors, investment bankers, brokers, consultants, and other advisors of such party ; ( b ) fees paid to the SEC in connection with filing the Form S-4Registration Statement, the Proxy Statement / Prospectus, and any amendments and supplements thereto, with theSEC ; ( c ) any fees and expenses in connection with the printing, mailing and distribution of the Form S-4Registration Statement, the Proxy Statement / Prospectus and any amendments and supplements thereto ; ( d ) onlywith respect to Parent, any fees associated with listing the shares of Parent Common Stock in connection with theContemplated Transactions on the Nasdaq Global Market, including the portion of Parent ’s periodic Nasdaq feesthat is attributable to the shares of Parent Common Stock to be issued in connection with the ContemplatedTransactions ; and ( e ) only with respect to the Company, any ( or to the extent thesecond trigger occurs in connection with or within 90 days following the Closing ), bonus, severance, change - in - control payments or similar payment obligations that become due or payable to any director, officer, employee orconsultant of the Company upon, and solely as a result of, the consummation of the Contemplated Transactions(provided, that Transaction Expenses shall not include any amounts ( i ) payable as a result of any arrangementsimplemented or actions taken by the Parent, or by the [COMPANY] Companies after the Effective Time, or ( ii)discharged prior to the Closing )