Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 152 contracts
Samples: Preferred Stock Purchase Agreement (WhiteSmoke, Inc.), Inventions Agreement (First American Group Inc.), Employment Agreement (Vocalscape Networks, Inc.)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 115 contracts
Samples: Employment Agreement (Loop Industries, Inc.), Form of Indemnification Agreement (CNS Response, Inc.), Indemnification Agreement (Dyadic International Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 105 contracts
Samples: Indemnification Agreement (Senesco Technologies Inc), Indemnification Agreement (Monarch Staffing, Inc.), Indemnification Agreement (Senesco Technologies Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 37 contracts
Samples: Indemnification Agreement (BCD Semiconductor Manufacturing LTD), Indemnification Agreement (Us Energy Corp), Adherence Agreement (LexinFintech Holdings Ltd.)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 36 contracts
Samples: Indemnification Agreement (Ikanos Communications), Indemnification Agreement (Critical Path Inc), Indemnification Agreement (Komag Inc /De/)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall ------- include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 32 contracts
Samples: Employment Agreement (Tenfold Corp /Ut), Indemnification Agreement (Avantgo Inc), Indemnification Agreement (Atroad Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 28 contracts
Samples: Indemnification Agreement (Dynacq Healthcare Inc), Indemnification Agreement (Unified Grocers, Inc.), Indemnification Agreement (Bimini Capital Management, Inc.)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, directors and officers, and employees or agents, so that if the Indemnitee is or was or may be deemed a director, officer, employee director or agent officer of such constituent corporation, or is or was or may be deemed to be serving at the request of such constituent corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, the Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as the Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 11 contracts
Samples: Indemnification Agreement (MINISO Group Holding LTD), Form of Indemnification Agreement (Renren Inc.), Form of Indemnification Agreement (Leju Holdings LTD)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or and/or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 11 contracts
Samples: Indemnification Agreement (Peoples Liberation Inc), Indemnification Agreement (Gary Player Direct Inc), Indemnification Agreement (Gary Player Direct Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger whichthat, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with in respect to of the resulting or surviving corporation as Indemnitee would have with in respect to of such constituent corporation if its separate existence had continued.
Appears in 10 contracts
Samples: Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc), Indemnification Agreement (Earth Biofuels Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its officers and directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee an officer or agent director of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 10 contracts
Samples: Indemnification Agreement (Sound Source Interactive Inc /De/), Indemnification Agreement (Sound Source Interactive Inc /De/), Indemnification Agreement (Sound Source Interactive Inc /De/)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its officers and directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee an officer or agent director of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 9 contracts
Samples: Indemnification Agreement (Talon International, Inc.), Indemnification Agreement (Iris International Inc), Indemnification Agreement (Ironclad Performance Wear Corp)
Construction of Certain Phrases. (a) A. For purposes of this Agreement, references to the “"Company” " shall include, include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 8 contracts
Samples: Indemnification Agreement (Mendocino Brewing Co Inc), Indemnification Agreement (Mendocino Brewing Co Inc), Indemnification Agreement (Mendocino Brewing Co Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall also include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 8 contracts
Samples: Indemnification Agreement (Williams Sonoma Inc), Indemnification Agreement (Aradigm Corp), Indemnification Agreement (Williams Sonoma Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger whichwith the Company, which constituent corporation, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 8 contracts
Samples: Indemnification Agreement (Adesso Healthcare Technology Services Inc), Indemnification Agreement (Triton Network Systems Inc), Indemnification Agreement (Tripath Technology Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” "COMPANY" shall include, in addition to the resulting corporation, include any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 7 contracts
Samples: Indemnification Agreement (Brightpoint Inc), Indemnification Agreement (Brightpoint Inc), Indemnification Agreement (Accelgraphics Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” "COMPANY" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 7 contracts
Samples: Indemnification Agreement (Etoys Inc), Indemnification Agreement (American National Financial Inc), Indemnification Agreement (Acusphere Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, include any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 7 contracts
Samples: Indemnification Agreement (Moai Technologies Inc), Indemnification Agreement (Sonicwall Inc), Indemnification Agreement (Quinton Cardiology Systems Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any affiliate, subsidiary, joint venture, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 7 contracts
Samples: Indemnification Agreement (Altitude International Holdings, Inc.), Indemnification Agreement (Altitude International Holdings, Inc.), Indemnification Agreement (Marizyme Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, . Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 6 contracts
Samples: Indemnification Agreement (Innovative Card Technologies Inc), Indemnification Agreement (Innovative Card Technologies Inc), Indemnification Agreement (Adera Mines LTD)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall also include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 5 contracts
Samples: Indemnification Agreement (Altera Corp), Indemnification Agreement (Kosan Biosciences Inc), Indemnification Agreement (Creo Products Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporationcompany, any constituent corporation company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporationcompany, or is or was serving at the request of such constituent corporation company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation company as Indemnitee would have with respect to such constituent corporation company if its separate existence had continued.
Appears in 5 contracts
Samples: Indemnification Agreement (Rediff Communication LTD), Indemnification Agreement (Rediff Com India LTD), Indemnification Agreement (Rediff Com India LTD)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporationcompany, any constituent corporation company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporationcompany, or is or was serving at the request of such constituent corporation company as a director, officer, employee employee, agent or agent fiduciary of another corporationcompany, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation company as Indemnitee would have with respect to such constituent corporation company if its separate existence had continued.
Appears in 5 contracts
Samples: Indemnification Agreement (Moxian (BVI) Inc), Indemnification Agreement (Utstarcom Holdings Corp), Indemnification Agreement (Green Giant Enterprise Inc.)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 5 contracts
Samples: Indemnification Agreement (Zai Lab LTD), Indemnification Agreement (Tuniu Corp), Indemnification Agreement (Hutchison China MediTech LTD)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “CompanyCorporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 5 contracts
Samples: Indemnification Agreement (Infinera Corp), Indemnification Agreement (Omniture, Inc.), Indemnification Agreement (Phaserx, Inc.)
Construction of Certain Phrases. (aA) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 5 contracts
Samples: Indemnification Agreement (American Reprographics CO), Indemnification Agreement (American Reprographics CO), Indemnification Agreement (American Reprographics CO)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituentcon stituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 4 contracts
Samples: Agreement (Recom Managed Systems Inc De/), Indemnification Agreement (Gen Vec Inc), Indemnification Agreement (Sagent Technology Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger whichthat, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 4 contracts
Samples: Indemnification Agreement (Lantronix Inc), Indemnification Agreement (Lantronix Inc), Form of Indemnification Agreement (Lantronix Inc)
Construction of Certain Phrases. (a) a. For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 4 contracts
Samples: Indemnification Agreement (Nassda Corp), Indemnification Agreement (Nassda Corp), Nassda Corporation (Nassda Corp)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, include any constituent corporation (including any constituent of a constituent) absorbed in a consolidation by purchase, consolidation, merger or merger otherwise which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if the Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, the Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as the Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 4 contracts
Samples: Indemnification Agreement (SMART Modular Technologies (WWH), Inc.), Indemnification Agreement (SMART Modular Technologies (DE), Inc.), Indemnification Agreement (China Time Share Media Co. LTD)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” "Bank" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 4 contracts
Samples: Indemnification Agreement (Commercial Capital Bancorp Inc), Form of Indemnification Agreement (Monterey Bay Bancorp Inc), Indemnification Agreement (First Federal Financial Bancorp Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " ------- shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 3 contracts
Samples: Indemnification Agreement (Chemdex Corp), Indemnification Agreement (Raster Graphics Inc), Indemnification Agreement (Impac Medical Systems Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall also include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger whichthat, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 3 contracts
Samples: Indemnification Agreement (Tekelec), Tekelec Indemnification Agreement (Tekelec), Indemnification Agreement (Tekelec)
Construction of Certain Phrases. (a) a. For purposes of this Agreement, references to "the “Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 3 contracts
Samples: Indemnification Agreement (Shelbourne Properties Ii Inc), Indemnification Agreement (Shelbourne Properties Iii Inc), Indemnification Agreement (Shelbourne Properties I Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall also include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 3 contracts
Samples: Indemnification Agreement (Trimble Inc.), Indemnification Agreement (Copart Inc), Indemnification Agreement (Trimble Navigation LTD /Ca/)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, officers and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Sonomawest Holdings Inc), 16 Indemnification Agreement (Cellegy Pharmaceuticals Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Overstock Com Inc), Indemnification Agreement (Quicklogic Corporation)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any # constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Recom Managed Systems Inc De/), Indemnification Agreement (Recom Managed Systems Inc De/)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Nogatech Inc), Indemnification Agreement (DSP Communications Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company“ Company ” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Edgar Online Inc), Indemnification Agreement (Edgar Online Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” "COMPANY" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or and/or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Symposium Telecom Corp), Indemnification Agreement (Tag It Pacific Inc)
Construction of Certain Phrases. (a) } For purposes of this Agreement, references to the “Company” "COMPANY" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Amicus Therapeutics Inc), Indemnification Agreement (Amicus Therapeutics Inc)
Construction of Certain Phrases. (a) a. For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Nassda Corp), Indemnification Agreement (Crystal Decisions Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Marchfirst Inc), Indemnification Agreement (Marchfirst Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” "Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Insilicon Corp), Indemnification Agreement (Cygnus Inc /De/)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if that, Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or for other enterprise, . Indemnitee shall stand in the same position under the provisions provision of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Seagate Software Information Management Group Holdings Inc), Indemnification Agreement (Seagate Software Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, ------------------------------- references to the “"Company” " shall include, in addition to the resulting corporationcompany, any constituent corporation company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporationcompany, or is or was serving at the request of such constituent corporation company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation company as Indemnitee would have with respect to such constituent corporation company if its separate existence had continued.
Appears in 2 contracts
Samples: Indemnification Agreement (Infosys Technologies LTD), Indemnification Agreement (Satyam Infoway LTD)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” "COMPANY" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, or agents, so that if Indemnitee is or was a director, officer, employee employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement for Officers and Directors (Lasercard Corp)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or of merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “term "Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and attorneys, employees or agents, so that if Indemnitee is or was a director, officerCounsel, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officerCounsel, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: House Counsel Indemnification Agreement (Net2phone Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent constitutent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For the purposes of this Agreement, references to the term “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. 8 (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger whichwith the Company, which constituent corporation, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Directorship Indemnification Agreement (Quotesmith Com Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any ------- constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Rita Medical Systems Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, (i) any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued, and (ii) all past, present or future Affiliates.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a directorDirector, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Cooperative Holdings Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of or such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Selective Insurance Group Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agentsagent, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, Agreement references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employee or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, ; trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall includeinclude the Company or any predecessor, in addition to the resulting corporation, corporation in a merger or consolidation and any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, include any constituent corporation (including any constituent of a constituent) that acquires all or substantially all of the assets of the Company or that is absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Form of Indemnification Agreement (Sharper Image Corp)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or 4 surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Engenio Information Technologies, Inc.)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and stockholders, employees or agents, so that if Indemnitee is or was a director, officer, stockholder, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Ista Pharmaceuticals Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “CompanyCorporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Merger Corporation Indemnification Agreement (Momentum Merger Corp)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall also include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (ai) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall also include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Voice Life Inc. Indemnification Agreement (Voice Life Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” "Indemnitors" shall ----------- include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation conslidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporationTNS Holdings, Inc., all subsidiaries and any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, officers and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (TNS Inc)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “a "Company” " shall include, in addition to the resulting corporationBJ's Restaurants, Inc., any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “CompanyBank” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (First Community Bancshares Inc /Nv/)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Fort Point Partners Inc)
Construction of Certain Phrases. (a) A. For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger whichthat, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Work International Corp)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall will stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporationCompany, any constituent merging corporation (including any constituent of corporation having merged with a constituentmerging corporation) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent merging corporation, or is or was serving at the request of such constituent merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent merging corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Insurance Auto Auctions Inc /Ca)
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, the Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as the Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, officers and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Celsius Holdings, Inc.)
Construction of Certain Phrases. (ai) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, continued would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint ventureventure employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger whichthat, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, agents or agentsfiduciaries, so that if Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “CompanyCorporation” shall also include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees employees, consultant or agents, so that if Indemnitee is or was a director, officer, employee employee, consultant or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee employee, consultant or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or and/or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Construction of Certain Phrases. (a) For purposes of this Agreement, references to to, the “"Company” " shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or and/or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.
Appears in 1 contract
Samples: Indemnification Agreement (Fox Family Worldwide Inc)