definiens: means ( i ) the fees, expenses and disbursements of the Companyor its Affiliates and its and their respective agents, representatives, brokers, finders, financial advisors, accountants and counsel, ( ii ) the fees, expenses and disbursements of any Equityholder or its Affiliates(excluding the Company ) and their respective agents, representatives, brokers, finders, financialadvisors, accountants and ( iii ) all Change of Control Payments, in each case of clauses ( i ) through ( iii),incurred in connection with or arising from the process by which the Company and/or the Equityholderssolicited, discussed, negotiated and consummated, as applicable, strategic alternatives and/or thisAgreement and/or the transactions contemplated hereby ( including the Merger ), but solely to the extentsuch fees, expenses and disbursements are the responsibility of the Company and are accrued andremain unpaid as of the 59 Closing