definiens: means the aggregate amount of costs and expenses of a Person or any of its Subsidiaries incurred in connection with the negotiation, preparation and execution of this Agreement, the Company Documents o r the Parent Documents, as applicable, and the consummation of the Transactions, including ( a ) any brokerage fees and commissions, finders ’ fees or financial advisory fees, any fees and expenses of counsel or accountants payable by such Person or any of it s Subsidiaries and any transaction bonuses or similar items in connection with the Transactions, ( b ) any bonus, severance, change -in - control payments or similar payment obligations ( including payments with provisions triggered at and as of the consummation of the Transactions ) that become due or payable to any director, officer, employee or consultant of such Person in connection with the consummation of the Transactions, ( c ) any payments to third parties under any Contract to which such Pe rson or its Subsidiaries are a party triggered by the consummation of the Transactions, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any third party under any Contract to which such Person or its Subsidiaries are a party required to be obtained in connection with the consummation of the Transactions in order for any such Contract to remain in full force and effect following the Closing or resulting from agreed -upon modification or early term ination of any such Contract, in each case with respect to the foregoing matters ( a ) -(c ), to the extent unpaid ; provided, Parent and Company shall share equally all out of pocket costs and expenses, other than attorneys ’, accountants ’ and other similar ser vice provider ’s fees and expenses, incurred in relation to the filings by the Parties under any filing requirement under the HSR Act and any foreign antitrust Legal Requirement applicable to this Agreement and the Transactions . For purposes of clarity, Par ent shall bear ( i ) the costs of the filing with the SEC of the S -4 Registration Statement and the Proxy Statement / Prospectus ( including any financial statements and exhibits ), including printer fees, and any amendments or supplements thereto, and the print ing and delivery of such documents to the Parties ’ stockholders ( except for professional fees incurred by Company, which shall be borne by Company ) ; ( ii ) any fees incurred in connection with obtaining Nasdaq approval for the Merger, the name and ticker sym bol changes, and the listing of the shares of Parent Common Stock to be issued, to the extent contemplated by this Agreement ( except for professional fees incurred by Company, which shall be borne by Company ) ; and ( iii ) all fees and costs incurred in conne ction with the Parent Spin -Off