Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.
Appears in 4 contracts
Samples: Merger Agreement (Spectranetics Corp), Loan and Security Agreement (Achaogen Inc), Loan and Security Agreement (Relypsa Inc)
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX VI or otherwise.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc), Merger Agreement (Allergan PLC)
Prepayment of Expenses. The Corporation shall shall, to the fullest extent not prohibited by applicable law law, as the same exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 or on behalf of the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.
Appears in 3 contracts
Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc), Transaction Agreement and Plan of Merger (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person Person to repay all amounts advanced if it should be ultimately determined that the person Person is not entitled to be indemnified under this Article IX or otherwise.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Nesco Holdings, Inc.), Merger Agreement (Conyers Park II Acquisition Corp.)
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX XV or otherwise.
Appears in 2 contracts
Samples: Merger Agreement (Complete Genomics Inc), Merger Agreement (Complete Genomics Inc)
Prepayment of Expenses. The Corporation shall shall, to the fullest extent not prohibited by applicable law law, as the same exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 or on behalf of the person Covered Person to repay all amounts advanced if it should be ultimately determined that the person Covered Person is not entitled to be indemnified under this Article IX VII or otherwise.
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including including, without limitation, attorneys’ fees) incurred by any director or officer or director of the Corporation, and may also pay the expenses incurred by any employee or agent of the Corporation, 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 be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX X or otherwise.
Appears in 1 contract
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including including, without limitation, attorneys’ fees) incurred by any director or officer or director of the Corporation, and may also pay the expenses incurred by any employee or agent of the Corporation, 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 be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.
Appears in 1 contract
Samples: Business Combination Agreement (Sandbridge Acquisition Corp)
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporationcovered person, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.
Appears in 1 contract
Samples: Business Combination Agreement (Inflection Point Acquisition Corp.)
Prepayment of Expenses. The Corporation shall to To the fullest extent not prohibited by applicable law the Corporation shall pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporationcovered person, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ ' fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX VI or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Prepayment of Expenses. The In addition to the obligation to indemnify conferred in Section 9.1, the Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporationcovered person, and may pay the expenses incurred by any employee or agent of the Corporation, 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 be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX or otherwise.
Appears in 1 contract
Samples: Business Combination Agreement (Golden Arrow Merger Corp.)
Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, 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 person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article IX V or otherwise.
Appears in 1 contract
Samples: Merger Agreement (Gannett Co., Inc.)