Wholly Successful as used in this Attachment B shall mean (1) termination of any Claim, whether on the merits or otherwise, against Executive in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.
Wholly Successful means termination of any claim, action, suit or proceeding against such person without any finding of liability or guilt against him and without any settlement by payment, promise or undertaking by or for such person or the expiration of a reasonable period of time after the making of any claim or threat without action, suit or proceeding having been brought and without any settlement by payment, promise, or undertaking by or for such person. The standard of conduct required shall be that such person acted in good faith for a purpose which he reasonably believed to be in or not opposed to the best interests of the corporation, and, in addition, in any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Should indemnification be requested hereunder in respect to any claim, action, suit or other proceeding where the person seeking indemnification has not been wholly successful, such indemnification may be made only upon the prior determination by a resolution of a majority of those members of the Board who are not involved in the claim, action, suit or other proceeding, that such person met the standards of conduct required herein, or, in the discretion of the Board, upon the prior determination by non-employee legal counsel, in written opinion, that such person has met such standards, and where a settlement is involved, that the amount thereof is reasonable. Indemnification under this by-law shall not include any amount payable by such person to the corporation or entity in satisfaction of any judgment or settlement, or any amount payable on account of profits realized by him in the purchase or sale of securities of the corporation, and shall be reduced by the amount of any other indemnification or reimbursement of such liability and expense to such person. The termination of any claim, action, suit or other proceeding, by judgment, order, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not of itself create a presumption that such person did not meet the standard of conduct required herein. Expenses incurred which are subject to indemnification hereunder may be advanced by the corporation prior to final disposition of the claim, action, suit or other proceeding upon receipt of an undertaking acceptable to the corporation by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he i...
Wholly Successful as used in this Section 11 shall mean (1) termination of any Claim, whether on the merits or otherwise, against Mikelsons in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.
Examples of Wholly Successful in a sentence
Every Eligible Person claiming indemnification hereunder (other than one who has been Wholly Successful with respect to any Claim) shall be entitled to indemnification if it is determined, as provided in this clause 3.a that such Eligible Person has met the standards of conduct set forth in clause 1.b of Section 2 of this Article V.
More Definitions of Wholly Successful
Wholly Successful means having an action, suit or proceeding disposed of or resolved on a basis which does not involve a finding of liability.
Wholly Successful as used in this Section 7.8 ----------- shall mean (i) termination of any Claim against the Eligible Person in question without any finding of liability or guilt against him, (ii) approval by a court or agency, with knowledge of the indemnity herein provided, or a settlement of any Claim, or (iii) the expiration of a reasonable period of time after the threatened making of any Claim without commencement of an action, suit or proceeding and without any payment or promise made to induce a settlement.
Wholly Successful as used in this Article VII shall mean (a) termination of any claim against the Eligible Person in question without any finding of liability or guilt against him, (b) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (c) the expiration of a reasonable period of time after the making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement.
Wholly Successful with respect to a Claim shall mean: (i) the termination of the Claim against the Eligible Person without any finding of liability or guilt against him or her, (ii) the approval by a court or agency, with knowledge of the indemnity provided herein, of a settlement of the Claim, or (iii) the expiration of a reasonable period of time after the threatened making of the Claim without commencement of an action, suit or proceeding and without any payment or promise made to induce a settlement.
Wholly Successful means, with respect to a Claim: (i) the termination of the Claim against the Eligible Person without any finding of liability or guilt against him; (ii) the approval by a court or agency, with knowledge of the indemnity provided herein, of a settlement of the Claim; or (iii) the expiration of a reasonable period of time after the threatened making of a Claim without commencement of an action, suit or proceeding and without any payment or promise made to induce a settlement.