Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.
Appears in 8 contracts
Samples: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.), Agreement and Plan of Merger (TradeUP Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 5 contracts
Samples: Master Services Agreement (Zanite Acquisition Corp.), Agreement and Plan of Merger (SWIFT TRANSPORTATION Co), Agreement and Plan of Merger (Knight Transportation Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 5 contracts
Samples: Business Combination Agreement (Chrysler Corp /De), Agreement and Plan of Merger (Motivepower Industries Inc), Joint Venture Agreement (Sequana Therapeutics Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 4 contracts
Samples: The Merger Agreement (Frontier Oil Corp /New/), Agreement and Plan of Merger (Frontier Oil Corp /New/), The Merger Agreement (Holly Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.510.5 hereof), the Corporation Company shall not be obligated to indemnify any current Director or former director or officer Officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company.
Appears in 4 contracts
Samples: Company Agreement (Entergy Mississippi Inc), Company Agreement (Entergy Arkansas Inc), Texas Limited Liability Company (Entergy New Orleans, Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII V to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55.05), the Corporation shall not be obligated to indemnify any current or former director Director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Duke Energy CORP), Agreement and Plan of Merger (Duke Energy Corp), Agreement and Plan of Merger (Cinergy Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bell Atlantic Corp), Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII V to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article V), the Corporation corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TradeUP Acquisition Corp.), Lock Up Agreement (Cleantech Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Broadscale Acquisition Corp.), Registration Rights Agreement (Switchback II Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Knight Capital Group, Inc.), Voting and Support Agreement (GETCO Holding Company, LLC)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VI), the Corporation shall not be obligated to indemnify any current or former director Director or officer Officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amr Corp), Agreement and Plan of Merger (Us Airways Group Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of the Corporation.
Appears in 2 contracts
Samples: Business Combination Agreement (ITHAX Acquisition Corp.), Agreement and Plan of Merger (DFP Healthcare Acquisitions Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any current director, officer, employee or former director or officer agent in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Team America Inc), Merger Agreement (Vsource Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.58.5 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Samples: Reorganization Agreement (Fidelity National Financial, Inc.), Reorganization Agreement (Cannae Holdings, Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any current director, officer, employee or former director or officer agent in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.):
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp II), Agreement and Plan of Merger (Oaktree Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current present or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of the Corporation.
Appears in 1 contract
Samples: Registration Rights Agreement (Northern Genesis Acquisition Corp. II)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.58.4), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IV to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.528 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer (or his heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allied Riser Communications Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.56 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kansas City Power & Light Co)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board.
Appears in 1 contract
Samples: Agreement and Plan of Merger (B. Riley Principal 150 Merger Corp.)
Limitation on Indemnification. Notwithstanding anything ----------------------------- contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phillips Petroleum Co)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5 hereof), the Corporation Company shall not be obligated to indemnify any current Director or former director or officer Officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company.
Appears in 1 contract
Samples: Company Agreement (Entergy Gulf States Louisiana, LLC)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.56.5 hereof), the Corporation corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Boardboard of directors of the corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electro Pulse Technologies Commercial Inc)
Limitation on Indemnification. Notwithstanding anything ---------- ----------------------------- contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Armkel LLC
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Giant Industries Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.58.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors.
Appears in 1 contract
Samples: Business Combination Agreement (FinTech Acquisition Corp. IV)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII X to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article X), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Plan of Merger (Edmonds 5 Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII XIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.513.5 hereof), the Corporation shall not be obligated to indemnify any current director, officer, employee or former director or officer agent in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors.
Appears in 1 contract
Samples: Coleman Co Inc
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof of this Article IX), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pinnacle Holdings Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII ARTICLE VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or and to advancement of expenses (which shall be governed by Section 7.57.05), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors.
Appears in 1 contract
Samples: Transaction Agreement (Advanced Emissions Solutions, Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall will be governed by Section 7.59.5), the Corporation shall is not be obligated to indemnify any current present or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.by
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.56.5), the Corporation corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board.Board of Directors of the Corporation. Section 8.12
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5 of these bylaws), the Corporation corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Boardboard of directors of the corporation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boulder Specialty Brands, Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person or in defending any counterclaim, cross-claim, affirmative defense, or like claim by the Corporation in such proceeding unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (BowX Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Escrow Agreement (Cendant Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5) or advancement of expenses (which shall be governed by Section 7.59.6), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person or in defending any counterclaim, cross-claim, affirmative defense, or like claim by the Corporation in such proceeding unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII ARTICLE VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.56.5), the Corporation corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (B. Riley Principal 150 Merger Corp.)
