The expression 'in connection with the Offer' in a fee engagement letter does not extend to pre-offer acquisition costs incurred in anticipation of a takeover, where the broader expression was used to capture extended forms of consideration identified in the definition. The contra proferentem rule applies to fee entitlement provisions in engagement letters drafted by the party claiming the fee. A letter enclosing a cheque for a lesser amount and stating it is 'in full and final settlement' may, on its proper construction, be a statement of position rather than an offer capable of acceptance by banking the cheque. The question of consideration for an alleged accord and satisfaction is to be determined objectively, and uncommunicated internal documents are irrelevant.
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