definiens: shall mean the sum of ( A ) the cash cost of any change of control, bonus, severance ( voluntary or otherwise ) ( including a reasonable estimate of payment or reimbursement for continued coverage under anyemployee benefit plan ), retention or similar payments ( whether or ) whether or not matured or paid or payableas of the time of the Closing by Public Company or its affiliates regardless of whether they are or become due in connection with theconsummation of the Merger or the termination of any such persons and that are unpaid as of the Closing, ( B ) all costs, fees and expensesassociated with obtaining the policy under Section 6.10(b ), and ( C ) all costs, fees and expenses for which Public Company is liable, inconnection with the negotiation, preparation and execution of this Agreement or any agreements, documents, certificates, opinions or otheritems contemplated hereby and the consummation of the Merger or the other transactions contemplated hereby and that are unpaid as of theClosing, including brokerage fees and commissions, finders ’ fees or financial advisory fees, or any fees and expenses of counsel, exchangeagent, proxy solicitor, transfer agent, consultants, representatives or accountants payable by Public Company after application ofSection 8.3(a )