Common use of Actions, Suits and Proceedings Other than by or in the Right of the Corporation Clause in Contracts

Actions, Suits and Proceedings Other than by or in the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Appears in 12 contracts

Samples: Merger Agreement (Brightcove Inc), Merger Agreement (Deciphera Pharmaceuticals, Inc.), Business Combination Agreement (Slam Corp.)

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Actions, Suits and Proceedings Other than by or in the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s 's or Officer’s 's behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s 's or Officer’s 's Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Appears in 3 contracts

Samples: Business Combination Agreement (Therapeutics Acquisition Corp.), Loan and Security Agreement (908 Devices Inc.), Loan and Security Agreement (908 Devices Inc.)

Actions, Suits and Proceedings Other than by or in the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation or the Predecessor, as applicable, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Appears in 2 contracts

Samples: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc)

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Actions, Suits and Proceedings Other than by or in the Right of the Corporation. Each Director director and Officer officer shall be indemnified and held harmless by the Corporation corporation against any and all Expenses expenses and Liabilities liabilities that are incurred or paid by such Director director or Officer officer or on such Directordirector’s or Officerofficer’s behalf in connection with any Proceeding proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporationcorporation), which such Director director or Officer officer is, or is threatened to be made, a party to or participant in by reason of such Directordirector’s or Officerofficer’s Corporate Statuscorporate status, if such Director director or Officer officer acted in good faith and in a manner such Director director or Officer officer reasonably believed to be in or not opposed to the best interests of the Corporation corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Appears in 1 contract

Samples: Merger Agreement (Adaptimmune Therapeutics PLC)

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