definiens: shall mean, as of the Effective Time, ( i ) all amounts paid before the Effective Time or payableafter the Effective Time by the Company for the reasonable out - of - pocket transaction fees and expenses of the Company to itslegal and ( to the extent of arrangements expressly disclosed in the Company Disclosure Letter, and excluding any incrementalfees and expenses in connection with any fairness opinion ) financial advisors in connection with this Agreement and theTransactions ; and ( ii ) to the extent disclosed in the Company Disclosure Letter, ( x ) all severance payments paid before theEffective Time or payable after the Effective Time to all employees, consultants and directors of the Company ( other than toMIP participants ) in connection with separations contemplated by the parties to occur in connection with the Merger, ( y ) allpayments pursuant to the MIP, to persons who both ( i ) are MIP participants and ( ii ) the separations of whom are contemplatedby the parties to occur in connection with the Merger, to the extent that such payments otherwise would have been payable tosuch MIP participants as severance pursuant to their employment agreements but for the MIP, and ( z ) the aggregate amount ofpremiums, if any, paid by the Company before the Effective Time for the prepaid policy on the D&O Insurance Policypursuant to Section 5.09(e ) to the extent such payments do not exceed $ 50,000