Actions by the Corporation Sample Clauses

Actions by the Corporation. The Corporation hereby ----------------------------- indemnifies Employee in the event that Employee was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of the Corporation to procure a judgment in the Corporation's favor by reason of Employee's status as an officer, director, agent or employee of the Corporation, against expenses actually and reasonably incurred by Employee in connection with the defense or settlement of that action, if Employee acted in good faith and in a manner Employee believed to be in the best interests of the Corporation and the Corporation's shareholders. No indemnification shall be made under this Section 6.2 with respect to any claim, issue, or matter on which Employee has been adjudged to be liable to the Corporation in the performance of Employee's duty to the Corporation and/ or the Corporation's shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, Employee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.
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Actions by the Corporation. The Corporation shall indemnify to the fullest extent permitted by law (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that she or he is or was a director or officer of the Corporation, or while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by her or him in connection with the defense or settlement of such action, suit or proceeding if she or he acted in good faith and in a manner she or he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless, and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Actions by the Corporation. In respect of a Proceeding by or on behalf of the Corporation or a Related Entity to procure a judgment in its favour to which the Indemnified Party is made a party by reason of being or having been a director or officer of the Corporation or, at the request of the Corporation, a director or officer, or an individual acting in a similar capacity, of a Related Entity, the Corporation will not indemnify the Indemnified Party or make Cost Advances to the Indemnified Party unless court approval to furnish such indemnity is obtained in accordance with the applicable provisions of the Act. Unless (i) the indemnity provided pursuant to this Agreement does not apply as contemplated pursuant to Section 2.03, or (ii) pursuant to Section 2.04, excluding Section 2.04(a), the Corporation is not obligated pursuant to the terms of this Agreement to indemnify for Liabilities in relation to such Proceeding, upon written request by the Indemnified Party, the Corporation will promptly make application for approval of the court having jurisdiction to furnish indemnification and make Cost Advances in connection with such Proceeding.
Actions by the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed judicial action or suit brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an Agent (as defined above) against expenses (including attorneys’ fees), actually and reasonably incurred by the Agent in connection with the defense or settlement of such action or suit if the Agent acted in good faith and in a manner the Agent reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which the Agent shall have been adjudged to be liable for gross negligence or misconduct in the performance of the Agent’s duty to the Corporation, unless and only to the extent that the Court of Chancery, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Agent is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other such court shall deem proper.
Actions by the Corporation. The Vendors and the Purchaser will each cause, to the extent of its respective legal rights, the Corporation to execute all documents and to take all actions as are necessary to satisfy and fulfill the obligations, conditions and covenants required to be satisfied or fulfilled by the Corporation under this Agreement. The Corporation will cause its wholly-owned Subsidiaries and, to the extent of its legal rights, its other Subsidiaries, to execute all documents and take all actions as are necessary to satisfy and fulfill the obligations, conditions and covenants required to be satisfied or fulfilled by Subsidiaries of the Corporation under this Agreement.
Actions by the Corporation. The Corporation shall deliver to Kall (i) a share certificate for 2,000,000 shares of Series A 12% Cumulative Convertible Preferred Stock of the Corporation, (ii) an executed copy of this Agreement, (iii) copies of the December Agreements signed by each of the Investors, (iv) confirmation of payment of the Debt Reduction Cash Amount via wire transfers to the accounts of the Investors, (v) an executed Series A 12% Cumulative Convertible Preferred Stock Purchase Agreement, and (vi) an Executed Exhibit B to the Series A 12% Cumulative Convertible Preferred Stock Purchase Agreement granting Kall the Series A Warrant. No more than three (3) Business Days following the earlier of (i) the Company’s receipt of the AMEX Approval and (ii) the Company’s Common Stock being listed on the OTC Bulletin Board, and only if the AMEX Approval or OTC Bulletin Board listing has been completed, the Company shall deliver to Kall the New Kall Note with a principal amount of [$357,331].
Actions by the Corporation. This corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this corporation and its shareholders. No indemnification shall be made under this Section 3 for any of the following:
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Actions by the Corporation. In the event that the Executive remains employed by the Corporation until the earlier of:
Actions by the Corporation. The Corporation has not, since the date of the balance sheet as of September 30, 1999, referenced in Section 3.6 above, acquired or disposed of any real property or material interests therein or material fixtures attached thereto, paid any dividend or made any distribution on its shares, incurred any indebtedness, or (except for this Agreement) entered into any transaction not in the ordinary course of business.

Related to Actions by the Corporation

  • Suits by the Corporation The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates and amend the securities register accordingly.

  • Termination by the Corporation The Corporation may terminate Executive’s employment during the Term:

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

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