Common use of Services to the Corporation Clause in Contracts

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 18 contracts

Samples: Indemnification Agreement (Titanium Asset Management Corp), Indemnification Agreement (Titanium Asset Management Corp), Indemnification Agreement (Titanium Asset Management Corp)

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Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 15 contracts

Samples: Indemnity Agreement (Noosh Inc), Indemnity Agreement (Opticnet Inc), Indemnity Agreement (Diversa Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 15 contracts

Samples: Indemnification Agreement (Optionable Inc), Employment Agreement (I Crystal Inc), Indemnity Agreement (Safedox, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 12 contracts

Samples: Indemnity Agreement (Terayon Communication Systems), Indemnity Agreement (Ribogene Inc / Ca/), Indemnity Agreement (Tivo Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 11 contracts

Samples: Indemnity Agreement (Ditech Corp), Indemnity Agreement (Rigel Pharmaceuticals Inc), Indemnity Agreement (Rigel Pharmaceuticals Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as [a director director/an officer] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he [is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents documents/is a duly appointed officer] of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 11 contracts

Samples: Indemnification Agreement (Myriad Genetics Inc), Indemnification Agreement (Archemix Corp.), Indemnification Agreement (BG Medicine, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 8 contracts

Samples: Voting Agreement (ARCA Biopharma, Inc.), Indemnity Agreement (Internap Network Services Corp), Indemnity Agreement (Broadvision Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director an officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 7 contracts

Samples: Indemnity Agreement (Dendreon Corp), Indemnity Agreement (Dendreon Corp), Indemnity Agreement (Ixys Corp /De/)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as capacity as a director member of the Board of Directors of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 7 contracts

Samples: Indemnity Agreement (Versicor Inc /Ca), Indemnity Agreement (Versicor Inc /Ca), Indemnity Agreement (Versicor Inc /Ca)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 7 contracts

Samples: Indemnity Agreement (Aerogen Inc), Indemnity Agreement (Intermune Pharmaceuticals Inc), Indemnity Agreement (Cayenta Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 6 contracts

Samples: Indemnification Agreement (Chordiant Software Inc), Indemnity Agreement (Myogen Inc), Indemnification Agreement (Chordiant Software Inc)

Services to the Corporation. With duties beginning as of the above date, Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director an officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified or appointed in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 6 contracts

Samples: Employment Agreement (NPS Pharmaceuticals Inc), Employment Agreement (NPS Pharmaceuticals Inc), Employment Agreement (NPS Pharmaceuticals Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director and/or executive officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 5 contracts

Samples: And Inventions Agreement (Vaxgen Inc), Certain (Vaxgen Inc), And Inventions Agreement (Vaxgen Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or of such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 5 contracts

Samples: Indemnity Agreement (AirRover Wi-Fi Corp.), Indemnity Agreement (AirRover Wi-Fi Corp.), Indemnity Agreement (AirRover Wi-Fi Corp.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 4 contracts

Samples: Indemnity Agreement (Verenium Corp), Indemnity Agreement (Verenium Corp), Indemnity Agreement (Verenium Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his [his] ability so long as he [he] is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 3 contracts

Samples: Indemnity Agreement (Dendreon Corp), Indemnity Agreement (Telik Inc), Indemnity Agreement (Dendreon Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Bylaws Charter Documents or other applicable the charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 3 contracts

Samples: Indemnity Agreement (Tumbleweed Communications Corp), Indemnity Agreement (Tumbleweed Communications Corp), Indemnity Agreement (Tumbleweed Software Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director director, officer, or employee of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including including, but not limited to, any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed be subject to apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 3 contracts

Samples: Indemnity Agreement (Epocrates Inc), Nvidia Corporation (Nvidia Corp), Adobe Systems Incorporated (Adobe Systems Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [OFFICER/DIRECTOR] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 3 contracts

Samples: Indemnity Agreement (Jato Communications Corp), Indemnity Agreement (Requisite Technology Inc /Co), Indemnity Agreement (Horizon Organic Holding Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time anytime and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 3 contracts

Samples: Board of Directors Retainer Agreement (Sequiam Corp), Board of Directors Retainer Agreement (Bluefire Ethanol Fuels Inc), Board of Directors Retainer Agreement (Sequiam Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director _______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (Medibuy Com Inc), Indemnity Agreement (Laser Power Corp/Fa)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director _________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (Clontech Laboratories Inc), Indemnity Agreement (Embark Com Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (Coinstar Inc), Indemnity Agreement (Rouge Wave Software Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director director, officer, or employee of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including including, but not limited to, any employee benefit plan of the Corporation) faithfully and to the best of his Agent’s ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed be subject to apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (CymaBay Therapeutics, Inc.), Indemnity Agreement (Sunshine Heart, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Director and/or Executive Officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time anytime and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Employment Agreement (DigitalPost Interactive, Inc.), Employment Agreement (DigitalPost Interactive, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Chief Executive Officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (Vari L Co Inc), Indemnity Agreement (Vari L Co Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director or officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent’s ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (Reliant Technologies Inc), Indemnity Agreement (Compellent Technologies Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [Officer/Director] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Form of Indemnity Agreement (Vstream Inc /Co), Indemnity Agreement (Petroleum Place Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as an officer or a director member of the Board of Directors of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (CymaBay Therapeutics, Inc.), Indemnity Agreement (Affymax Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director * of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 2 contracts

Samples: Indemnity Agreement (Maxim Pharmaceuticals Inc), Indemnity Agreement (Maxim Pharmaceuticals Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents Charter Documents of the Corporation or such affiliateaffiliates; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Opentv Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a an officer and/or director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified or appointed in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Separation Agreement (NPS Pharmaceuticals Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [Director][Officer Title] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Dynamic Materials Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director and/or officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Verenium Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Ixys Corp /De/)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director director, officer, or employee of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Siebel Systems Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws Charter Documents or other applicable the charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Sangstat Medical Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a officer or director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Oz Com)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Vice President of Operations of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or of such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Employment Agreement (AirRover Wi-Fi Corp.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his his/her ability so long as he he/she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Butterfield & Butterfield Auctioneers Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [job title] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent’s ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Leapfrog Enterprises Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Planetout Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director _______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Elitra Pharmaceuticals Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director _______________________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Arterial Vascular Engineering Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director director, officer or other fiduciary of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his h ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Exar Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Exelixis Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Chief Financial Officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Vari L Co Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [A DIRECTOR/AN EXECUTIVE OFFICER] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Agreement (Sensus Drug Development Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director _______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his his/her ability so long as he he/she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Surebeam Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Senior Vice President, Corporate Development of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Invision Technologies Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ___________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Opentv Corp)

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Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [Officer/Director] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Genomica Corp /De/)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his [his/her] ability so long as he [s/he] is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time anytime and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Invision Technologies Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation [Title] or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Isis Pharmaceuticals Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Leapfrog Enterprises Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is heis duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time anytime and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Agreement (Invision Technologies Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a an officer or director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Wind River Systems Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director a(n) _____ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws By-Laws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position or any other position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue such Agent in such position or any such other position.

Appears in 1 contract

Samples: Indemnification Agreement (Exabyte Corp /De/)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ____________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Organicnet Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Oplink Communications Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position. 2.

Appears in 1 contract

Samples: Indemnity Agreement (Adobe Systems Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ((Title)) of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Coral Systems Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director an executive officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Paradyne Networks Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ______________________________________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Broadvision Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (X10 Wireless Technology Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director director/officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Titanium Asset Management Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director director, officer or other fiduciary of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Exar Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director director, officer, or employee of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including including, but not limited to, any employee benefit plan of the Corporation) faithfully and to the best of his Agent’s ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed be subject to apart from this Agreement) and that the Corporation or any affiliate shall have has no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Adobe Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws Charter Documents or other applicable the charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Openwave Systems Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ((JobTitle)) of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ((Title)) ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (LXN Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director President and Chief Executive Officer of the Corporation or as a director, officer director or other fiduciary of the Corporation or an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Cadence Design Systems Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Ardea Biosciences, Inc./De)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ___________of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Omnicell, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ______________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ______________ ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; providedPROVIDED, howeverHOWEVER, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Acadia Pharmaceuticals Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a an officer or director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Wireless Facilities Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director ____________ of the Corporation or as a director, executive officer, other officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his Agent's ability so long as he Agent is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Cortelco Systems Inc)

Services to the Corporation. Agent will serve, at subject to the will terms of the Corporation or under separate contract, if any such contract existsCorporation's Restated Certificate of Incorporation and Bylaws, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Decode Genetics Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director an [officer/director] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Idm Pharma, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [director/officer] of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (ARCA Biopharma, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director __________________________ of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnification Agreement (Dynamic Materials Corp)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability hisability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time anytime and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Agreement (Invision Technologies Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director [Board of the Corporation Director] or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his or her ability so long as he or she is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Akcea Therapeutics, Inc.)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director an Executive Officer of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Cypress Bioscience Inc)

Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director Chief Operating Officer, Chief Financial Officer, General Counsel and Secretary of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

Appears in 1 contract

Samples: Indemnity Agreement (Clarent Corp/Ca)

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