definiens: means any threatened, asserted, pending or completed Action, whetherinstituted by any Governmental Entity or any other Person, arising out of or pertaining to acts oromissions occurring at or prior to the Effective Time that relate to such D&O Indemnified Party’sduties or service ( A ) as a director or officer of [COMPANY] or the applicable Subsidiary thereof at orprior to the Effective Time ( including with respect to any acts, facts, events or omissions occurringin connection with the approval of this Agreement, the Scheme, the Acquisition and theconsummation of the other transactions contemplated hereby ( including the Acquisition),including the consideration and approval thereof and the process undertaken in connectiontherewith ) or ( B ) as a director, trustee or officer of any other entity or any benefit plan maintainedby [COMPANY] or any of its Subsidiaries ( for which such D&O Indemnified Party is or was serving atthe request or for the benefit of [COMPANY] or any of its Subsidiaries ) at or prior to the Effective Time;and ( y ) the term means reasonable out - of - pocket attorneys ’ fees and all otherreasonable out - of - pocket costs, expenses and obligations ( including experts ’ fees, travelexpenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as wellas telecommunications, postage and courier charges ) paid or incurred in connection withinvestigating, defending, being a witness in or participating in ( including on appeal ), or preparingto investigate, defend, be a witness in or participate in any D&O Claim for which indemnificationis authorized pursuant to this Section 7.3(a ), including any action relating to a claim forindemnification or advancement brought by a D&O Indemnified Party