Director or Officer Sample Clauses

Director or Officer. The Purchaser is a director or an executive officer of the Corporation. o
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Director or Officer any natural person who was, is or becomes a duly elected or appointed director or officer of a Company (or equivalent position).
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Director or Officer. Any natural person who is:
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Director or Officer. The Subscriber is a director or executive officer or general partner of the Company, or general partner of its general partner.
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Director or Officer. The Corporation shall indemnify, to the full extent then permitted by law, a Director or officer to the extent he or she was successful, on the merits or otherwise, in the defense of 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) (individually and collectively “Proceeding”) by reason of the fact that such person (“Indemnitee”) is or was a Director or officer of the Corporation (unless the Director of officer was adjudged liable on the basis of receipt of a financial benefit to which he or she was not entitled, whether or not involving action in an official capacity), or is or was serving at the request of the Corporation as a Director, trustee, officer, employee or agent of another corporation or legal entity against expenses (including attorneys’ fees), judgments, fines, and excise taxes assessed on the Indemnitee with respect to any employee benefit plan and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding (collectively “Losses”) 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 and if none of the exceptions in Section 2 of this Article apply.
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Related to Director or Officer

  • No Agreement as Director or Officer Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholders.

  • Indemnitee Indemnitee and Indemnitees shall have the meaning set forth in Section 20 herein.

  • Director An Approved User who is generally a senior IT official of the Requester with the necessary expertise and authority to affirm the IT capacities at the Requester. The IT Director is expected to have the authority and capacity to ensure that the NIH Security Best Practices for Controlled-Access Data Subject to the NIH GDS Policy and the Requester’s IT security requirements and policies are followed by all of the Requester’s Approved Users.

  • Corporate Status The Borrower and each Material Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing (if applicable) in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Advance of Expenses for Indemnitee If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. The Company shall make such advance within ten days after the receipt by the Company of a statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding and may be in the form of, in the reasonable discretion of the Indemnitee (but without duplication) (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

  • INDEMNITEES Collectively, Landlord, any Mortgagee or ground lessor of the Property, the property manager and the leasing manager for the Property and their respective directors, officers, agents and employees.

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