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 mattersthat relate to such D&O Indemniﬁed Party ’s duties or service ( A ) as a director, oﬃcer or employee of the Company or the applicable Subsidiary thereof ator prior to the First Eﬀective Time ( including with respect to any acts, facts, events or omissions occurring in connection with the approval of thisAgreement, the Mergers or the consummation of the other transactions contemplated by this Agreement, including the consideration and approvalthereof and the process undertaken in connection therewith and any D&O Claim relating thereto ) or ( B ) as a director, trustee, oﬃcer or employee of anyother entity or any beneﬁt plan maintained by the Company or any of its Subsidiaries ( for which such D&O Indemniﬁed Party is or was serving at therequest or for the beneﬁt of the Company or any of its Subsidiaries ) at or prior to the First Eﬀective Time ; and ( y ) the term meansreasonable out - of - pocket attorneys ’ fees and all other reasonable out - of - pocket costs, expenses and obligations ( including experts ’ fees, travel expenses, court costs, retainers, transcript fees, legal research, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges)paid or incurred in connection with investigating, defending, being a witness in or participating in ( including on appeal ), or preparing to investigate, defend, be a witness in or participate in ( 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 for indemniﬁcation or advancement brought by a D&O Indemniﬁed Party