Indemnification of Related Parties. If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any proceeding, and (iii) the Appointing Stockholder’s involvement in the proceeding is related to Indemnitee’s service to the Company as a director of the Company or any direct or indirect subsidiaries of the Company, then, to the extent resulting from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, the Appointing Stockholder will be entitled to indemnification hereunder for reasonable expenses to the same extent as Indemnitee.
Indemnification of Related Parties. To the extent that Indemnitee is serving on the Board at the direction of any stockholder of the Company who, pursuant to the Certificate of Incorporation or contractual arrangement, shall have the right to elect or appoint Indemnitee to the Board (an “Appointing Stockholder”), the Company shall indemnify and hold harmless such Appointing Stockholder from any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, arising solely by reason of the fact that Appointing Stockholder has the ability to appoint or elect Indemnitee to the Board, provided however, that (i) any such indemnification shall be subject to the same limitations as set forth in Section 1 or otherwise herein; and (ii) no such indemnification shall be available to any Appointing Stockholder in the event that Indemnitee shall not be entitled to indemnification in the same or any related action or proceeding. The terms of this Agreement as they relate to procedures for indemnification of Indemnitee shall apply to any such indemnification of Appointing Stockholder. Execution Copy
Indemnification of Related Parties. If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any proceeding, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, but only to the extent
Indemnification of Related Parties. To the extent that Indemnitee is serving on the Board of Directors of the Company at the direction of any stockholder of the Company who, pursuant to the Certificate of Incorporation or contractual arrangement, shall have the right to elect or appoint Indemnitee to the Board (an “Appointing Stockholder”), the Appointing Stockholder will be entitled to indemnification hereunder for reasonable expenses to the extent arising by reason of the fact that Appointing Stockholder has the ability to appoint or elect Indemnitee to the Board of Directors of the Company, provided however, that the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of expenses shall apply to any such indemnification of Appointing Stockholder.
Indemnification of Related Parties. If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any proceeding, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, but only to the extent that Indemnitee is or would be entitled to indemnification hereunder in the same or any related action or proceeding, and provided that any such indemnification shall be subject to the same limitations set forth herein with respect to Indemnitee.
Indemnification of Related Parties. If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company or the Parent (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any proceeding, and (iii) the Appointing Stockholder’s involvement in the proceeding is related to Indemnitee’s service to the Company or the Parent as a director of the Company or the Parent or any affiliate of the Company, then, to the extent resulting from any claim based on the Indemnitee’s service to the Company or the Parent as a director or other fiduciary of the Company, the Parent or any other affiliate, the Appointing Stockholder will be entitled to indemnification hereunder for reasonable expenses to the same extent as Indemnitee.
Indemnification of Related Parties. If (i) Indemnitee is or was affiliated with one or more venture capital or private equity funds that have invested in the Company (a “Nominating Stockholder”), (ii) the Nominating Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding, and (iii) the Nominating Stockholder’s involvement in the Proceeding results from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary of the Company, then the Nominating Stockholder will be entitled to indemnification hereunder for reasonable Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of the Nominating Stockholder.
Indemnification of Related Parties. (a) The Company shall also indemnify and hold harmless Venrock Associates VI, L.P. and Venrock Partners VI, L.P. and their agents and affiliates (collectively the “Shareholders”) from and against any losses, claims, damages or liabilities, joint or several, as to any threatened, pending or completed claim, action or proceeding, whether civil, criminal, administrative or investigative (and including without limitation suits by or in the right of the Company), relating to or arising by reason of any Shareholder’s position as a stockholder in or lender to the Company and/or its appointment of or affiliation with any director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders by a Shareholder, and will reimburse each Shareholder for any legal or other expenses reasonably incurred by such Shareholder in connection with investigation of or defending any such action or claim as such expenses are incurred; provided however, that no such indemnification shall be available to a Shareholder if it is finally judicially determined (including all appeals) that the actions giving rise to such claim for indemnification related to or arose by reason of fraud, willful misconduct, breach of contract or negligence by such Shareholder.
Indemnification of Related Parties. If (i) Indemnitee is or was affiliated with one or more entities that has invested in the Company (an “Appointing Shareholder”), (ii) the Appointing Shareholder is, or is threatened to be made, a party to or a participant in any proceeding, and (iii) the Appointing Shareholder’s involvement in the proceeding is related to Indemnitee’s service to the Company as a director or other agent of the Company or any direct or indirect subsidiaries of the Company, then, to the extent resulting from any claim based on the
Indemnification of Related Parties. To the extent that Indemnitee is serving on the Board or as a non-voting observer at the direction of any stockholder of the Company who, pursuant to the Certificate of Incorporation or contractual arrangement, shall have the right to elect or appoint Indemnitee to the Board or as such non-voting observer (an "Appointing Stockholder"), the Company shall indemnify and hold harmless such Appointing Stockholder and any director, officer, employee, member, partner or actual or alleged controlling person (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended), of the Appointing Stockholder and any partnership, corporation, limited liability company, association, joint stock company, trust or joint venture controlling,
