Common use of Indemnification of Others Clause in Contracts

Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the CCC, to indemnify each of its employees, officers and agents (other than directors) against expenses (as defined in Section 317(a) of the CCC), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the CCC), 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 V, 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 1 contract

Samples: Merger Agreement (Phone Com Inc)

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Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the CCC, to indemnify each of its employees, officers and agents (other than directors) against expenses (as defined in Section 317(a) of the CCC), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the CCC), 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 V, 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. 5.3.

Appears in 1 contract

Samples: Merger Agreement (Peerless Systems Corp)

Indemnification of Others. The corporation Corporation shall have the power, to the extent and in the manner permitted by the CCCCode, to indemnify each of its employees, officers officers, and agents (other than directors) against expenses (as defined in Section 317(a) of the CCCCode), judgments, fines, settlements settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the CCCCode), arising by reason of the fact that such person is or was an employee, officer officer, or agent of the corporationCorporation. For purposes of this Article VVI, an "employee" or "officer" or "agent" of the corporation Corporation (other than a director) includes any person (ia) who is or was an employee, officer officer, or agent of the corporationCorporation, (iib) who is or was serving at the request of the corporation Corporation as an employee, officer officer, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise enterprise, or (iiic) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Merger Agreement

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Indemnification of Others. The corporation shall Corporation will have the power, to the extent and in the manner permitted by the CCCGeneral Corporation Law of Delaware, to indemnify each of its employeesofficers, officers employees and agents (other than directors) against expenses (as defined in Section 317(a) of the CCC)Expenses, judgments, fines, settlements settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the CCC)Proceeding, arising by reason of the fact that such person is or was an employee, officer or agent of the corporationCorporation. For purposes of this Article VSection 6.2, an "employee" officer, employee or "officer" or "agent" agent of the corporation Corporation (other than a director) includes any person (ia) who is or was an employeeofficer, officer employee or agent of the corporationCorporation, (iib) who is or was serving at the request of the corporation Corporation as an employeea director, officer officer, manager, member, partner, trustee, employee or other agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust or other enterprise enterprise, or (iiic) who was an employee, officer, employee or agent of a corporation which that was a predecessor corporation or other entity of the corporation Corporation or of another enterprise at the request of such predecessor corporationcorporation or entity.

Appears in 1 contract

Samples: Merger Agreement (Cempra, Inc.)

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