Company Participation. Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.
Company Participation. The Company will be entitled to participate in any Proceeding at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense of any Proceeding for which indemnification is sought hereunder, with counsel reasonably satisfactory to the Indemnitee. After the Company notifies the Indemnitee of the Company’s election to assume the defense of a Proceeding, during the Company’s good faith defense the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense of the Proceeding, other than reasonable costs of investigation or as otherwise provided below. The Indemnitee will have the right to employ the Indemnitee’s counsel in any Proceeding, but the fees and expenses of the counsel incurred after the Company assumes the defense of the Proceeding will be at the expense of the Indemnitee, unless (a) the employment of counsel by the Indemnitee has been authorized by the Company, (b) the Indemnitee has reasonably concluded that there is be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (c) the Company has not in fact employed counsel to assume the defense of a Proceeding. In each of the foregoing cases the fees and expenses of the Indemnitee’s counsel will be at the expense of the Company. The Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any of its subsidiaries or as to which the Indemnitee has made the conclusion that there may be a conflict of interest between the Company and the Indemnitee.
Company Participation. The Company may elect to register in any Registration Statement prepared pursuant to a Demand made under this Section 2.1 any additional shares of Common Stock (including, without limitation, any shares of Common Stock to be distributed in a primary offering made by the Company). Such election, if made, shall be made by the Company giving written notice to Comverse stating (i) that the Company proposes to include additional shares of Common Stock in such Registration Statement and (ii) the number of shares of Common Stock proposed to be so included.
Company Participation. The Company will be entitled to participate in Proceedings at its own expense.
Company Participation. The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development and/or ownership of hotels or other property, shall be conducted through the Partnership; provided, however, that the Company is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of New Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the Company and the Partnership by a majority of the Independent Directors. The Company also agrees that all borrowings of the Company shall constitute Funding Loans, subject to the exception set forth in Section 4.3 hereof.
Company Participation. If, in the case of a Demand Registration requested on or prior to the date which is the one year anniversary of the Company's Initial Public Offering, the Company gives notice to the Demanding Holder and the managing underwriter, if any, within 20 Business Days of the Company's receipt of the request for a Demand Registration, that the Company wishes to include shares in such registration, such registration shall not be deemed a Demand Registration and the Demanding Holder shall be deemed a Participating Holder.
Company Participation. The Company shall be entitled to participate in the defense of any claim or litigation concerning third parties for which indemnification may be sought pursuant to this Article V to the extent that the Company or one of its Subsidiaries is not a party to such claim or litigation, provided that such claim or litigation could in the Company's sole determination result in an adverse effect on the business, assets, condition (financial or otherwise), financial position, results of operations or prospects of the Company or any of its Subsidiaries. Each party shall cooperate in all reasonable respects with the Company and furnish or make available to the Company and its legal counsel all access and information reasonably necessary to give effect to the Company's rights under this Section 5.1(d).
Company Participation. Each Purchaser acknowledges and accepts that the Company’s officers, directors and affiliates may purchase the Shares.
Company Participation. Subject to the terms and conditions of any applicable insurance policy or policies, the Company will be entitled to participate in the action, suit or proceeding at its own expense.
Company Participation. Company and Certiport agree that Company shall participate in and only in the following: All “Certiport Products and Services”
