definiens: means the aggregate amount of all fees, costs and expenses incurred by or on behalf of the Company or its Subsidiaries in connectionwith the process of selling the Company or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplatedhereby or the performance or consummation of the transactions contemplated hereby or thereby, in each case, that have not been paid as of the Closing, including ( a ) allfinancial advisory, investment banking, legal and accounting fees, costs and expenses, ( b ) all brokers ’ or finders ’ fees, ( c ) all sale, change - of - control, retention, orsimilar bonuses, compensation or payments to current or former directors, employees and other service providers of the Company and its Subsidiaries paid or payable as aresult of or in connection with the transactions contemplated hereby ( excluding, for the avoidance of doubt, all employer - level employment taxes thereon and payments requiredto be made pursuant to the Carveout Plan in connection with the transactions contemplated hereby ), ( d ) all fees, expenses and other amounts payable in respect of theengagement of the Securities Holders Representative, and ( e ) all costs and expenses relating to the D&O Tail