definiens: shall mean all fees, external costs and expenses ( including any attorney ’s, accountant’s, financial advisor ’s or finder ’s fees ) incurred or payable by the Company in connection with this Agreement and thetransactions contemplated hereby, including the Merger, including all such fees, costs and expenses associated with orincurred or payable in connection with : ( i ) the due diligence conducted in connection with this Agreement or anticipation ofthe transactions contemplated hereby, including the Merger ; ( ii ) the negotiation, preparation and review of this Agreement(including the Company Disclosure Schedule ) and all agreements, certificates, opinions and other instruments and documentsdelivered or to be delivered in connection with the transactions contemplated by this Agreement, including the Merger ; and(iii ) the preparation and submission of any filing or notice, or the solicitation or obtaining of any consent, required inconnection with the transactions contemplated by this Agreement, including the Merger