definiens: has the meaning specified in the definition of 64 means the fees and expenses incurred ( to the extent such fees andexpenses are not paid prior to the Closing ) by the Company, the Holder Representative on behalf of the Company andthe Stockholders in connection with the preparation, negotiation and execution of this Agreement and theconsummation of the transactions contemplated hereby : ( a ) the fees and disbursements of the financial advisor andoutside counsel to the Company and/or the Holder Representative incurred in connection with the transactionscontemplated hereby, ( b ) the fees and expenses of any other agents, advisors, consultants and experts employed bythe Company and/or the Holder Representative in connection with the Merger, ( c ) any transaction fee payable to oneor more Affiliates of the Holder Representative in connection with the Merger and ( d ) the expenses of the HolderRepresentative incurred, or that may be incurred, in such capacity