Certain Definitions for Purposes of this Agreement. The following terms as used in this Agreement shall have the meanings set forth below.
Certain Definitions for Purposes of this Agreement. The following terms as used in this Agreement shall have the meanings set forth below. (a) “Change in Control” shall have occurred if, during any period of two consecutive years, individuals who at the beginning of that period constitute the Board of the Company cease for any reason to constitute at least a majority of it, unless the election of each new Director was approved in advance by a vote of at least a majority of the Directors then still in office who were Directors at the beginning of the period. (b) “Company” includes any domestic or foreign predecessor entity of the Company in a merger or other transaction in which the predecessor’s existence ceased on consummation of the transaction. (c) “Director” means an individual who is or was a director of the Company or an individual who, while a director of the Company, is or was serving at the Company’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other entity. A Director is considered to be serving an employee benefit plan at the Company’s request if that Director’s duties to the Company also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. (d) “Disinterested Director” or “Disinterested Officer” means a Director or Officer, respectively, who at the time of a vote or selection referred to in Section 4(b) or 5(c) is not a party to the Proceeding. (e) “Enterprise” means (i) the Company, (ii) any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that is an affiliate or wholly or partially owned subsidiary of the Company and of which Indemnitee is or was serving as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary, and (iii) any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the express written request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary. (f) “Expenses” includes all reasonable counsel fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursemen...
