definiens: means any threatened, asserted, pending or completed Action, suit or proceeding, or any inquiry orinvestigation, whether instituted by any party hereto, any Governmental Authority or any other party, that any IndemnifiedParty in good faith believes might lead to the institution of any such Action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising outof or pertaining to matters that relate to such Indemnified Party ’s duties or service as a director, officer, trustee, employee, agent, or fiduciary of the Company, any of the Company Subsidiaries, or any employee benefit plan ( within the meaning ofSection 3(3 ) of ERISA ) maintained by any of the foregoing or any other person at or prior to the Merger Effective Time at therequest of the Company or any of Company Subsidiaries means the Internal Revenue Code of 1986, as amended