definiens: shall mean all fees, costs and expenses ( including any attorney ’s, accountant ’s, financialadvisor ’s or finder ’s fees ) incurred or payable by the Company in connection with this Agreement and the transactionscontemplated hereby, including the Merger, including all such fees, costs and expenses associated with or incurred or payablein connection with : ( i ) the due diligence conducted in connection with this Agreement or the transactions contemplatedhereby, including the Merger ; ( ii ) the negotiation, preparation and review of this Agreement ( including the CompanyDisclosure Schedule ) and all agreements, certificates, opinions and other instruments and documents delivered or to bedelivered in connection with the transactions contemplated by this Agreement, including the Merger ; and ( iii ) the preparationand submission of any filing or notice, or the solicitation or obtaining of any consent, required in connection with thetransactions contemplated by this Agreement, including the Merger