definiens: means all consideration payable to [COMPANY] or its stockholders in a Change of Control transact ion ( including any deferred or contingent payments ), prior to deductions therefrom ( if any ), but less payments paid to third party advisors in connection with the negotiation, execution and cons ummation of the Change of Control transaction ( including consultants, legal advisors and financial advisors ) to the extent that such payments do not exceed 3 % of all such consideration . In addition, to the extent the Transaction Documents provide for a portion of the Aggregate Pu rchase Price to be withheld in escrow, the amount net of such escrow actually paid upon the oc currence of such Change of Control shall be used to determine the Aggregate Purchase Price for purposes of determining the Payment Value to be paid within ten ( 10 ) days of such occurrence ; pr ovided, however, that upon release, if any, of such escrowed amount, [COMPANY] shall be paid the appl icable additional amount such that, following such additional payment ( and after taking into acco unt all previous payments of the Payment Value to [COMPANY] ), [COMPANY] will have received the agg regate Payment Value corresponding to the total Aggregate Purchase Price actually paid through the date of the distribution of such released amount to [COMPANY] and the stockholders of [COMPANY] i n respect of the Change of Control transaction