definiens: means any threatened, asserted, pending or completed claim, action, suit, proceeding, inquiry or investigation, whether instituted by any party hereto, any Governmental Authority or any other Person, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to matters that relate to such D&O IndemnifiedParty ’s duties or service ( A ) as a director, officer or employee of the Company or the applicable Subsidiary thereof at or prior to the First Effective Time(including with respect to any acts, facts, events or omissions occurring in connection with the approval of this Agreement, the Mergers or theconsummation of the other transactions contemplated by this Agreement, including the consideration and approval thereof and the process undertaken inconnection therewith and any D&O Claim relating thereto ) or ( B ) as a director, trustee, officer or employee of any other entity or any benefit planmaintained by the Company or any of its Subsidiaries ( for which such D&O Indemnified Party is or was serving at the request or for the benefit of theCompany or any of its Subsidiaries ) at or prior to the First Effective Time ; and ( y ) the term means reasonable out - of - pocket attorneys’fees and all other reasonable out - of - pocket costs, expenses and obligations ( including experts ’ fees, travel expenses, court costs, retainers, transcriptfees, legal research, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges ) paid or incurred in connectionwith investigating, defending, being a witness in or participating in ( including on appeal ), or preparing to investigate, defend, be a witness in or participatein ( including on appeal ) any D&O Claim for which indemnification is authorized pursuant to this Section 7.04(a ), including any action relating to a claim forindemnification or advancement brought by a D&O Indemnified Party