definiens: means, without duplication, the sum of ( i ) all compensation, benefits or otheramounts paid or required to be paid to any current or former director, manager, officer, employee, contractor, consultant or other Service Provider or agent arising or resulting from, triggered by or otherwise in connection with thisAgreement or the transactions contemplated by this Agreement, including the amount of sale bonuses or payments, change in control bonuses or payments, stay or retention bonuses or payments, severance payments, transactionbonuses or similar arrangements, bonuses or payments that are paid, incurred or otherwise become payable by theCompany or its Subsidiaries, in connection with the consummation of the transactions contemplated by thisAgreement, whether or not such bonuses or payments do not become payable until the occurrence of a termination ofemployment or the occurrence of any other event or circumstance that may occur after the consummation of thetransactions contemplated by this Agreement ; ( ii ) all fees, commissions, costs or expenses incurred in connectionwith the preparation, negotiation, execution and/or consummation of this Agreement and/or any of the AncillaryAgreements and/or the consummation or performance of any of the transactions contemplated hereby or thereby, including the amount of any broker, investment banking, financial advisor, accounting, consulting, attorney or otherprofessional fees that are incurred or otherwise become payable by the Company or its Subsidiaries, on or prior toClosing with respect to the transactions contemplated by this Agreement ; ( iii ) the employer ’s share of Social Security, Medicare, FUTA, and other payroll Taxes incurred or otherwise payable by the Company or any of its Subsidiaries inconnection with any of the foregoing ; and ( iv ) 50 % of any Transfer Taxes ; provided, however, notwithstanding theforegoing or anything to the contrary in this Agreement, if the amount of Transaction Expenses of the Company andthe Company ’s Subsidiaries is reduced at any time after the opening of business on the Closing Date but prior to as ofimmediately prior to the Closing, the amount of such reduction to the 101 Transaction Expenses of the Company and the Company ’s Subsidiaries shall be deemed to still be outstanding as ofimmediately prior to the Closing for purposes of calculating the amount of Transaction Expenses for purposes ofdetermining the Closing Cash Consideration and the Final Cash Consideration and any adjustments thereto