INDEMNITY OF DIRECTORS Sample Clauses

INDEMNITY OF DIRECTORS. The ANZ Affiliate hereby covenants for the benefit of every director for the time being of each of the Non-U.S. Indemnified Parties that in consideration of their accepting appointment to the aforesaid offices and agreeing to act in those capacities during whatever period that they hold such offices, it will indemnify each and every one of them and hold them harmless from every liability that they shall sustain, suffer or incur by reason of their doing or omitting to do, actually or purportedly in their capacities aforesaid, at any time during the continuance in existence of the applicable Non-U.S. Indemnified Parties, any act or thing in or about the business and affairs of the applicable Non-U.S. Indemnified Parties, not being an act or thing the doing or omission of which entails a breach of the Non-U.S. Indemnified Parties' contractual obligations or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of such directors. The foregoing covenant shall have effect to the maximum extent that is consistent with any relevant laws and with public policy and, to the extent that it is capable of having partial effect only it shall be read down so far as is necessary to allow it to have that partial effect. The foregoing covenant shall endure without limitation as to time in relation to any act or omission occurring during the period that the said directors shall hold their offices aforesaid including any liability arising during or following the winding-up and dissolution of the Non-U.S. Indemnified Parties. Nothing in this section shall have the effect or shall be construed as having the effect (i) of permitting the ANZ Affiliate to impose upon any director indemnified under this section any direction or instruction with respect to the discharge of that person's duties as a director, or (ii) requiring any director indemnified under this section to observe any direction or instruction that the ANZ Affiliate may purport to impose upon such person.
Sample 1
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INDEMNITY OF DIRECTORS. Unless otherwise contrary to law, WKCCVEC shall provide indemnity to the officers and directors as follows: (A) WKCCVEC shall indemnify each person (and the heirs and legal representatives of such person) who is or was a director or officer of the WKCCVEC against any and all liability and expense actually and reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in right of WKCCVEC), civil, criminal, administrative or investigative, or threat thereof, or in connection with an appeal relating thereto, in which he may be involved, as a party or otherwise, by reason of his or her being or having been a director, officer or authorized representative, or by reason of any past or future action or omission (including those antedating the adoption of this Agreement) by him or her in such capacity, whether or not he or she continues to be such at the time such liability or expense is incurred; provided such person has not been shown to have failed to exercise good faith in what he or she reasonably believed to be the best interest of WKCCVEC, and in addition, with respect to any criminal action or proceeding, in which he or she had reasonable cause to believe that his conduct was not unlawful. (B) To the extent such a director or authorized representative has been successful on the merits or otherwise with respect to any claim, action, suit or proceeding, he or she shall be indemnified against any and all liability and expense actually and reasonably incurred by him in connection therewith. (C) As used in this section, the terms “liability” and “expense” shall include, but not be limited to, counsel fee and disbursements and amounts of judgments, fines or penalties against, and any amounts paid in settlement by or on behalf of any director, officer or authorized representative. (D) The termination of any claim, action, suit or proceeding, or threat thereof, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of guilty or no low contender, or its equivalent, shall not of itself create a presumption that a director, officer or authorized representative did not meet the standards of conduct set forth above. (E) WKCCVEC may advance expenses to, or where appropriate may itself at its expense undertake the defense of, every such person prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay...
Sample 1
INDEMNITY OF DIRECTORS. Each of the Authorities agrees and undertakes to indemnify, and keep indemnified, any elected member appointed as a director to the Company to the extent and in the form as set out in Document 3.
Sample 1
INDEMNITY OF DIRECTORS. No Director of the Company shall be liable, responsible or accountable for damages or otherwise to the Shareholders or any other Person or the Company for any acts taken or performed or for any omission to act, if such conduct does not constitute willful misconduct or recklessness. In any threatened, pending or completed action, suit or investigation in which any Director or the Company was or is a party by virtue of his status as a Director of the Company, the Company shall, solely from Company assets, indemnify the Director against judgments, settlements, penalties, fines or expenses, including attorneys' fees, incurred by him in connection therewith, so long as his action or failure to act does not constitute willful misconduct, recklessness, a breach of loyalty, lack of good faith, intentional misconduct, knowing violation of law, or a transaction from which he derived an improper personal benefit. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights and remedies to which the Director shall be entitled, whether pursuant to some other provision of this Agreement, or any other agreement at law or in equity.
Sample 1
INDEMNITY OF DIRECTORS. Any director and officer of the Corporation and his heirs, executors, administrators and other personal representatives, shall from time to time be indemnified and saved harmless by the Corporation, from and against:
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INDEMNITY OF DIRECTORS. Westlinks agrees that if it acquires control of Big Horn it shall cause Big Horn to fulfil its obligations pursuant to indemnities provided or available to past and present officers and directors of Big Horn pursuant to the provisions of the Big Horn Governing Documents, applicable corporate legislation and any written indemnity agreements between any of Big Horn and its past and current officers and directors.
Sample 1
INDEMNITY OF DIRECTORS. Subject to the provisions of the Act, the company may indemnify any director of the company against any liability and may purchase and maintain for any director of the company insurance against any liability. THIS DEED is made on [ ] by [ ], a company incorporated [in / under the laws of] [ ] under registered number [ ], whose [registered / principal] office is at [ ] (the “New Shareholder”).
Sample 1
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INDEMNITY OF DIRECTORS. Subject to the provisions of the Companies Act, the Company can indemnify a Director of the Company or of any associated company against any liability and can purchase and maintain insurance against any liability for any Director of the Company or of any associated company. Such Directors are not accountable to the Company or shareholders for these benefits, and will not be disqualified from being or becoming a Director of the Company for receiving such a benefit.
Sample 1

Related to INDEMNITY OF DIRECTORS

  • Indemnification of Directors OFFICERS, EMPLOYEES AND AGENTS

  • Indemnification of Directors and Officers (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and Xxxxx), of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time; provided, that Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Indemnified Parties. (d) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party has under the Certificate of Incorporation or By-laws of the Company, under the BCL or otherwise. This Section 6.9 is intended to benefit each of the Indemnified Parties and shall be binding on all successors and assigns of Newco, the Company and the Surviving Corporation.

  • No Personal Liability of Directors, Officers Employees and Stockholders No director, officer, employee or stockholder of the Company shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Noteholder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Expenses of Directors The Company shall promptly reimburse in full, each director of the Company who is not an employee of the Company for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board of Directors of the Company or any Committee thereof.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Election of Directors The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Resignation of Directors and Officers All directors or officers of the Companies and/or the Subsidiaries of a Company shall have resigned as of the Closing Date.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

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