definiens: means Parent ’s Cash and Cash Equivalents as of the Anticipated Closing Date, determined in a manner consistent with the manner in which such items were determined in the Parent SECDocuments . Notwithstanding the foregoing, Parent Cash shall be increased by ( a ) an amount equal to any severancepaid prior to the Closing to any Parent employee, as provided for in each employee severance agreement, all ofwhich have been provided to the Company, and which shall not in the aggregate exceed $ 4.1 million ; ( b ) any amountpaid prior to Closing, in whole or part, of the following estimated transaction - related costs : the Stifel fees andexpenses, up to $ 1.3 million ; retention expenses, up to $ 0.4 million ; professional fees, up to $ 0.3 million ; Directorsand Officers insurance tail, up to $ 0.6 million ; and miscellaneous, $ 0.3 million and ( c ) an amount equal to 50 % of theaggregate amount of any costs or expenses, including settlement costs and/or reasonable attorney ’s fees, incurred inconnection with any threatened or actual stockholder litigation arising or resulting from this Agreement or theContemplated Transactions and that may be brought in connection with or on behalf of any Parent stockholder’sinterest in Parent Common Stock ( including all amounts paid or payable up to the retention amount of any insurancepolicy that is or may cover such costs or expenses and amounts not covered by any such insurance policy ), to theextent that such costs or expenses have otherwise reduced Parent Cash