definiens: means the sum of ( i ) all third party fees and expenses incurred by the Company or anyCompany Subsidiary solely in connection with the Merger, this Agreement and the Original Agreement and the transactionscontemplated hereby and thereby, including any fees and expenses of the Representatives of the Company, ( ii ) the amountpaid or payable by the Company or the Surviving Corporation pursuant to Section 5.10(b ), ( iii ) any amounts that are or maybecome payable ( including employer - related Taxes resulting therefrom ) pursuant to the agreements listed as item 2 ofSection 2.16(g ) of the Company Disclosure Letter, and ( iv ) an amount equal to the lesser of ( x ) the amount of any employer - related Taxes arising as a result of the payments to the holders of Company Options contemplated by Section 1.9(a)(ii ) and(y ) $ 600,000