definiens: means an amount equal to ( i ) the aggregate fees and expenses incurred at or priorto the Closing payable or reimbursable by the Company to third parties, whether or not, billed or accrued prior to theClosing, in connection with the negotiation, entering into and consummation of this Agreement and the Transactions, including the fees and expenses of investment bankers, ﬁnders, consultants, attorneys, accountants and other advisorsengaged by the Company in connection with the Transactions, plus ( ii ) ( A ) any cash bonus, severance or other paymentobligation that is created, accelerated, accrues or becomes payable as a result of or in connection with the Transactions, ator before the Closing and not contingent upon the occurrence of any subsequent event ( other than execution of a release ofclaims or similar agreement or other ministerial events ), by the Company to any present or former director, stockholder, optionholder, Employee or Consultant, including pursuant to an employment agreement, Company Employee Plan or policyor any other Contract, and ( B ) without duplication of any other amounts included within this deﬁnition, any other payment, expense, fee or Tax that accrues or becomes payable by the Company to any Governmental Authority or other Personunder any Law or Contract, including in connection with the making of any ﬁlings, the giving of any notices or the obtainingof any consents, authorizations or approvals, in each case of ( A ) and ( B ), as a result of the consummation of theTransactions ( including the Mergers ) or in connection with the execution and delivery of the Agreement or any otherTransaction Document, plus ( iii ) the employer ’s share of any employment or payroll Taxes that are accrued or payable as ofthe Closing Date in connection with any amounts described in ( ii)(A ) or ( B ) of this deﬁnition of Company TransactionExpenses to the extent not included within the Merger Consideration, in each case ( i ) through ( iii ) above, to the extent suchamount is unpaid as of the Closing