definiens: means ( i ) any fees and disbursements payable to legal counsel and accountants of the Company that are payable by the Company in con nection with the transactions contemplated by this Agreement ( which fees and disbursements shall not include any banker, financial advisor and/or broker fees ), ( ii ) all change of control, sale bonus and other similar payments payable by the Company to any Person in connection with, or triggered by the consummation of, the transactions contemplated by this Agreement including, without limitation, any agreements to retain personnel through the Closing Date and any agreements triggered by a termination of empl oyment relating to the consummation of the transactions contemplated by this Agreement ; ( iii ) any fees and disbursements payable to the Stockholders Representative ; ( iv ) Designated Severance Obligations ; ( v ) and banker, financial advisor and broker fees pa yable to Guggenheim Securities, its successors and assigns, in connection with this Agreement or the transactions contemplated hereby in amount equal to but not to exceed $ 2,500,000 and ( vi ) all other miscellaneous expenses or costs, in each case, incurred by the Company at or prior to Closing in connection 77 with the transactions contemplated by this Agreement