definiens: means, without duplication, the sum of ( i ) the amount of sale bonuses, change incontrol bonuses, retention bonuses or similar bonuses that are incurred or otherwise become payable by theCompany, its Subsidiaries, the Seller or its Affiliates upon, and solely by reason of, the consummation of thetransactions contemplated by this Agreement ; ( ii ) the amount of any investment banking, accounting, attorney orother professional fees incurred by the Company, its Subsidiaries, the Seller or its Affiliates on or prior to Closing withrespect to the transactions contemplated by this Agreement ; ( iii ) the amount of any transaction fees incurred by theCompany, its Subsidiaries, the Seller or its Affiliates on or prior to Closing in connection with any of the transactionscontemplated by this Agreement ; and ( iv ) the employer ’s 59 share of payroll Taxes incurred or otherwise payable by the Company or any of its Subsidiaries in connection with anyof the foregoing