Common use of Actions other than by or in the Right of the Corporation Clause in Contracts

Actions other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Appears in 2 contracts

Samples: Merger Agreement (Altair Engineering Inc.), Merger Agreement (Datawatch Corp)

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Actions other than by or in the Right of the Corporation. The Corporation corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he such person is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgementsjudgments, fines and amounts paid in settlement actually and reasonably incurred by him such person in connection with such action, suit or proceeding if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the best interests of the Corporation Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgementjudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he such person reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his such person’s conduct was unlawful.

Appears in 1 contract

Samples: Loan and Security Agreement (Imprivata Inc)

Actions other than by or in the Right of the Corporation. The Corporation corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporationcorporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgementsjudgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgementjudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Appears in 1 contract

Samples: License Agreement (Abpro Corp)

Actions other than by or in the Right of the Corporation. The Corporation corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporationcorporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgementsjudgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgementjudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Appears in 1 contract

Samples: Merger Agreement (Arsanis, Inc.)

Actions other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgementsjudgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgementjudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Appears in 1 contract

Samples: Merger Agreement (Vringo Inc)

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Actions other than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the Corporation) ), by reason of the fact that he is or was a director, officer, employee employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, against expenses (including attorneys' fees), judgementsjudgments, fines fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit suit, or proceeding proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceedingsproceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit suit, or proceeding by judgementjudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, andCorporation or, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Appears in 1 contract

Samples: Merger Agreement (Memry Corp)

Actions other than by or in the Right of the Corporation. The Corporation corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporationcorporation) by reason of the fact that he such person is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ attorneys fees), judgementsjudgments, fines and amounts paid in settlement actually and reasonably incurred by him such person in connection with such action, suit or proceeding if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the best interests of the Corporation corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgementjudgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he such person reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his such person’s conduct was unlawful.

Appears in 1 contract

Samples: Merger Agreement (Synnex Corp)

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