definiens: means ( a ) any fees a nd disbursements incurred by or on behalf of the Company and payable to any financial advisor ( inclu ding the Company Financial Advisor ), investment ban ker, broker or finder in connection with the transaction s contemplated by this Agreement, ( b ) the fees and disbursements payable to legal counsel, consultants or accountants of the Company that are payable by the Company in connection with the transactions contemp lated by this Agreement, ( c ) any bonuses, incentive compensation, or other change - in - control payments t o be paid or payable to any director, officer or em ployee of the Company at the Closing ( without any further con dition ) in connection with the Merger or any of the other transactions contemplated by this Agreement, and al l employer Taxes related thereto, ( d ) the employer portion of any payroll Taxes imposed with respect to the payme nt of the Option Consideration, and ( e ) all other miscellaneous out - of - pocket expenses or costs, in e ach case, incurred by the Company in connection wit h the transactions contemplated by this Agreement