Common use of Definition of Proceeding Clause in Contracts

Definition of Proceeding. For purposes of this Agreement, "Proceeding" shall mean any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) and whether formal or informal, in which Indemnitee is, was or becomes involved by reason of the fact that Indemnitee is or was a director, officer, employee, trustee or agent of the Company or that, being or having been such a director, officer, employee, trustee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively, a "Related Company"), including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action (or inaction) by Indemnitee in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent; provided, however, that, except with respect to an action to enforce the provisions of this Agreement, "Proceeding" shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee, unless such action, suit, claim or proceeding is or was authorized by the Company's Board of Directors.

Appears in 3 contracts

Samples: Indemnification Agreement (Synergy 2000 Inc), Indemnification Agreement (Synergy 2000 Inc), Indemnification Agreement (Synergy 2000 Inc)

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Definition of Proceeding. For purposes of this Agreement, "Proceeding" shall mean any completed, actual, pending pending, threatened or threatened completed action, suit, claim or proceeding, proceeding (whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) and whether formal or informal, ) in which Indemnitee is, was has been or becomes involved by reason of the fact that Indemnitee is or was has been a director, officer, employee, trustee employee or agent of the Company or that, being or having been such a director, officer, employee, trustee employee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively, a "Related Company"), including but not limited to service with respect to an any employee benefit plan, whether the basis of such action, suit, claim or proceeding is alleged action (or inaction) omission by Indemnitee in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent; providedPROVIDED, howeverHOWEVER, that, except with respect to an action to enforce the provisions of this Agreement, "Proceeding" shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee, Indemnitee unless such action, suit, claim or proceeding is or was authorized by the Company's Board of DirectorsBoard.

Appears in 2 contracts

Samples: Indemnification Agreement (Realnetworks Inc), Indemnification Agreement (Telect Inc)

Definition of Proceeding. For purposes of this Agreement, "Proceeding" shall mean any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) and whether formal or informal, in which Indemnitee is, was or becomes involved by reason of the fact that Indemnitee is or was a director, officer, employee, trustee or agent of the Company or that, being or having been such a director, officer, employee, trustee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively, a "Related Company"), including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action (or inaction) by Indemnitee in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent; provided, however, that, except with respect to an action to enforce the provisions of this Agreement, "Proceeding" shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee, unless such action, suit, claim or proceeding is or was authorized by the Company's ’s Board of Directors.

Appears in 2 contracts

Samples: Indemnification Agreement (Colombia Clean Power & Fuels, Inc), Indemnification Agreement (Colombia Clean Power & Fuels, Inc)

Definition of Proceeding. For purposes of this Agreement, "Proceeding" shall mean any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) and whether formal or informal, in which Indemnitee is, was or becomes involved by reason of the fact that Indemnitee is or was a director, officer, employee, trustee or agent of the Company or that, being or having been such a director, officer, employee, trustee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively, a "Related Company"), including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action (or inaction) by Indemnitee in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent; provided, however, that, except with respect to an action to enforce the provisions of this Agreement, "Proceeding" shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee, unless such action, suit, claim or proceeding is or was authorized by the Company's ’s Board of Directors.. GTSI Indemnification Agreement, April 2011, page 3 of 12

Appears in 1 contract

Samples: Indemnification Agreement (Gtsi Corp)

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Definition of Proceeding. For purposes of this Agreement, "Proceeding" shall mean any completed, actual, pending pending, threatened or threatened completed action, suit, claim or proceeding, proceeding (whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) and whether formal or informal, ) in which Indemnitee Employee is, was has been or becomes involved by reason of the fact that Indemnitee Employee is or was a has been an officer, director, officer, employee, trustee employee or agent of the Company Employer or that, being or having been such a an officer, director, officer, employee, trustee employee or agent, Indemnitee Employee is or was serving at the request of the Company Employer as a an officer, director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively, a "Related Company"), including but not limited to service with respect to an any employee benefit plan, whether the basis of such action, suit, claim or proceeding is alleged action (or inaction) omission by Indemnitee Employee in an official capacity as a an officer, director, officer, employee, trustee or agent or in any other capacity while serving as a an officer, director, officer, employee, trustee or agent; providedPROVIDED, howeverHOWEVER, that, except with respect to an action to enforce the provisions of this Agreement, that "Proceeding" shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee, Employee unless such action, suit, claim or proceeding is or was authorized by the Company's Board of DirectorsBoard.

Appears in 1 contract

Samples: Employment Agreement (Multiple Zones International Inc)

Definition of Proceeding. For purposes of this Agreement, "Proceeding" shall mean any completed, actual, pending pending, threatened or threatened completed investigation, action, suit, claim or proceeding, other proceeding (whether civil, criminal, administrative administrative, regulatory or investigative (including an action by or in the right of the Company) and whether formal or informal, ) in which Indemnitee is, was has been or becomes involved by reason of the fact that Indemnitee is or was at any time before, on or after the Effective Date of this Agreement, a director, officer, employee, trustee or agent director of the Company or that, being or having been such a director, officer, employee, trustee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively, a "Related Company"), including but not limited to service with respect to an any employee benefit plan, whether the basis of such investigation, action, suit, claim or other proceeding is alleged action (or inaction) omission by Indemnitee in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent; provided, however, that, except with respect to an action to enforce the provisions of this Agreement, "Proceeding" shall not include any investigation, action, suit, claim or proceeding instituted by or at the direction of Indemnitee, Indemnitee unless such investigation, action, suit, claim or other proceeding is or was authorized by the Company's Board of DirectorsBoard.

Appears in 1 contract

Samples: Indemnification Agreement (Sterling Financial Corp /Wa/)

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