definiens: means ( a ) any fees a nd disbursements incurred by or on behalf of the Company and payable to any financial advisor ( i ncluding the Company Financial Advisor ), investment banker, broker or finder in connection with the tra nsactions contemplated by this Agreement, ( b ) the f ees and disbursements payable to legal counsel, consult ants or accountants of the Company that are payable by the Company in connection with the transactions con templated by this Agreement, ( c ) any bonuses, incentive compensation, or other change - in - control payments to be paid or payable to any director, off icer or employee of the Company at the Closing ( without any further condition ) in connection with the Merge r or any of the other transactions contemplated by th is Agreement, and all employer Taxes related theret o, ( d ) the employer portion of any payroll Taxes impos ed with respect to the payment of the Option Consideration, and ( e ) all other miscellaneous out- of - pocket expenses or costs, in each case, incurred by the Company in connection with the transactions con templated by this Agreement . [ * * * ] ” 3