Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees, officers, and agents (other than directors) against expenses (as defined in of all, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an employee, officer, or agent of the corporation. For purposes of this Article VI, an employee or officer or agent of the corporation (other than a director) includes any person (i) who is or was an employee, officer, or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.
Appears in 2 contracts
Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees, officers, employees and agents (other than directorsdirectors and officers) against expenses (as defined in Section 317(a) of allthe Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceedingproceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an employee, officer, or agent of the corporation. For purposes of this Article VI6, an employee "employee" or officer or agent "agent" of the corporation (other than a directordirector or officer) includes any person (i) who is or was an employee, officer, employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)
Indemnification of Others. The corporation shall Corporation will have the power, to the maximum extent and in the manner permitted by the CodeGeneral Corporation Law of Delaware, to indemnify each of its employees, officers, employees and agents (other than directorspresent and former directors and officers, which is addressed in Section 6.1 of the these Bylaws) against all liability and loss suffered, and expenses (as defined in of all, judgments, fines, settlements, and other amounts actually and including without limitation attorneys’ fees) reasonably incurred by such person in connection with any proceeding, arising by reason of the fact that such person is or was an employee, officer, employee or agent of the corporationCorporation. For purposes of this Article VISection 6.2, an employee “employee” or officer or agent “agent” of the corporation Corporation (other than a directordirector or officer) includes any person (ia) who is or was an employee, officer, employee or agent of the corporation, Corporation; (iib) who is or was serving at the request of the corporation Corporation as an employee, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, ; or (iiic) who was an employee, officer, employee or agent of a corporation which that was a predecessor corporation of the corporation Corporation or of another enterprise at the request of such predecessor corporation.
Appears in 1 contract
Indemnification of Others. The corporation shall have the power, to the maximum extent and in the manner permitted by the CodeGeneral Corporation Law of Delaware as the same now exists or may hereafter be amended, to indemnify each of its employees, officers, and agents any person (other than directorsdirectors and officers) against expenses (as defined in of allincluding attorneys' fees), judgments, fines, settlements, and other amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding, arising in which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was an employee, officer, employee or agent of the corporation. For purposes of this Article VISection 6.2, an employee "employee" or officer or agent "agent" of the corporation (other than a directordirector or officer) includes shall mean any person (i) who is or was an employee, officer, employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.
Appears in 1 contract