definiens: means the sum of ( a ) all amounts in excess of the Specified TransactionExpenses Threshold the Company or any of its Subsidiaries paid, incurred, committed to pay or are otherwise obligated to paysince October 31, 2010, whether or not actually paid prior to, or payable at any time after, the Effective Time, to financialadvisors, auditors, legal counsel, the Stockholders ’ Agent ( including, for the avoidance of doubt, the Stockholders ’ Agent’sFund ) or other Representatives or any other Person in connection with the Transactions contemplated hereby and the processleading up to the execution and delivery of this Agreement and the consummation and implementation of the Transactions(including, for the avoidance of doubt, any Taxes, Transfer Taxes, costs, expenses or other amounts the Company or any of itsSubsidiaries paid, incurred, committed to pay or are otherwise obligated to pay to, or on behalf of, any Person, whether by wayof reimbursement, indemnification or otherwise ) ; and ( b ) all Transaction Taxes