definiens: shall mean ( i ) all fees and expenses due and payable as of the Effective Time by or on behalf of theCompany or any of its Subsidiaries solely as a result of the preparation, negotiation and execution of this Agreement and the consummationof the Merger and the other transactions contemplated hereby, including all accounting, legal, investment banking, audit, other third partyadvisory or consulting fees and commercial banking fees and expenses related thereto, ( ii ) all costs and obligations due and payable as ofthe Effective Time solely as a result of a change of control of the Company or its Subsidiaries, and ( iii ) all payments, including bonus, retention and other forms of compensation, required to be made to current or former employees or directors of the Company and itsSubsidiaries under the Plans or pursuant to any employment agreement or other Contract, in each case, that are due and payable as of theEffective Time solely as a result of the transactions contemplated by this Agreement