Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth or otherwise.
Appears in 13 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Spartan Acquisition Corp. III), Adoption Agreement (Gi Dynamics, Inc.), Investment and Transaction Agreement (Id Systems Inc)
Prepayment of Expenses of Directors and Officers. The Corporation Company shall pay the expenses (including attorneys’ ' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth or otherwise.
Appears in 7 contracts
Samples: Amending Agreement (SunOpta Inc.), Voting Trust Agreement (SunOpta Inc.), Investor Rights Agreement (SunOpta Inc.)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth Eleventh or otherwise.
Appears in 4 contracts
Samples: Investment and Transaction Agreement (Id Systems Inc), Investment and Transaction Agreement (Id Systems Inc), Investors’ Rights Agreement (Seres Therapeutics, Inc.)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ ' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth IX or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CarLotz, Inc.), Agreement and Plan of Merger (Shift Technologies, Inc.)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth Ninth or otherwise.
Appears in 2 contracts
Samples: Subscription Agreement (Curaleaf Holdings, Inc.), Agreement and Plan of Merger (BTRS Holdings Inc.)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth VIII or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.), Agreement and Plan of Merger and Reorganization (iHookup Social, Inc.)
Prepayment of Expenses of Directors and Officers. The Corporation Company shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth or otherwise.
Appears in 1 contract
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth Eighth or otherwise.
Appears in 1 contract
Samples: Investment and Transaction Agreement (Id Systems Inc)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, that such payment of expenses in advance of the final disposition of the Proceeding shall shall, to the extent required by law, be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth Eighth or otherwise. 3.
Appears in 1 contract
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified a Covered Person in defending any Proceeding proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the Indemnified Covered Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Covered Person is not entitled to be indemnified under this Article Tenth SIXTH or otherwise.
Appears in 1 contract
Samples: Shared Services Agreement (Shermen WSC Acquisition Corp)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth ARTICLE NINTH or otherwise.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Capstone Dental Pubco, Inc.)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth 10 or otherwise.
Appears in 1 contract
Samples: Liberator Medical Holdings, Inc.
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth or otherwise.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CS Financing CORP)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ ' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth Ninth or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acamar Partners Acquisition Corp.)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth V or otherwise.
Appears in 1 contract
Prepayment of Expenses of Directors and Officers. The To the extent not prohibited by applicable law, the Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified a Covered Person in defending any Proceeding in advance of its final disposition, ; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Covered Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Covered Person is not entitled to be indemnified under this Article Tenth ARTICLE VII or otherwise.
Appears in 1 contract
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth XI or otherwise.
Appears in 1 contract
Samples: Facility Agreement (Kempharm, Inc)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth Seventh or otherwise.
Appears in 1 contract
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ ' fees) incurred by an Indemnified a Covered Person in defending any Proceeding proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding proceeding shall be made only upon receipt of an undertaking by the Indemnified Covered Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Covered Person is not entitled to be indemnified under this Article Tenth SIXTH or otherwise.
Appears in 1 contract
Samples: Transaction Agreement (Shermen WSC Acquisition Corp)
Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ ' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth VII or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acamar Partners Acquisition Corp.)
