definiens: means any fee, cost, expense or compensatory payment of the Company ( including theTransaction Bonuses, any change of control bonuses or severance payments payable at Closing in connection withthe Contemplated Transactions, legal fees and expenses, accounting fees and expenses and financial advisory feesand expenses ), whether incurred prior to the date of the Agreement, during the Pre - Closing Period or as of theEffective Time, in connection with ( i ) the proposed disposition of all or a portion of the business of the Company, orthe process of identifying, evaluating and negotiating with prospective purchasers of all or a portion of the business ofthe Company, ( ii ) the investigation and review conducted by Parent and its Representatives with respect to thebusiness of the Company ( and the furnishing of information to Parent and its Representatives in connection with suchinvestigation and review ), ( iii ) the negotiation, preparation, review, execution, delivery or performance of theAgreement ( including the Schedules ), the Information Statement or any certificate, opinion, Contract or otherinstrument or document delivered or to be delivered in connection with any of the Contemplated Transactions, ( iv ) thepreparation and submission of any filing or notice required to be made or given in connection with any of theContemplated Transactions or ( v ) the consummation of the Merger or any of the other Contemplated Transactions ; ineach case, to the extent not paid prior to the close of business on the Closing Date or accrued for as CurrentLiabilities in Closing Working Capital ; provided, however, that no fee, cost, expense or compensatory payment of, orincurred by, Parent or Merger Sub shall be deemed to constitute a Transaction Expense