definiens: means, without duplication, all ( i ) unpaid third party fees and expenses, including any fees expensespayable to counsel, accountants, investment bankers and consultants, payable by Company arising from, incurred in connection with or incident to thisAgreement, the Merger and the transactions contemplated hereby, including the drafting, negotiation, execution and delivery of this Agreement and all ofthe other agreements and documents contemplated hereby, and ( ii ) ﬁfty percent ( 50 % ) of any Transfer Taxes ; provided, for the avoidance of doubt, thatSecurityholder Transaction Expenses shall not include any severance, change of control or other similar payments, including accrued vacation andaccrued bonuses and other similar compensation paid or payable in connection with the termination of any employee of the Company in connection withor as a result of the Merger and the transactions contemplated hereby