SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company.

Appears in 5 contracts

Samples: Indemnification Agreement (Guidance Software, Inc.), Indemnification Agreement (Guidance Software, Inc.), Indemnification Agreement (Guidance Software, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a officer of the Company, as provided in Section 16 hereof.

Appears in 5 contracts

Samples: Indemnification Agreement (Fmsa Holdings Inc), Indemnification Agreement (Fmsa Holdings Inc), Indemnification Agreement (Fmsa Holdings Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [~~director or officer] , as applicable, of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws (the “By-laws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer or director of the Company, as provided in Section 16 hereof.

Appears in 5 contracts

Samples: Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (EyePoint Pharmaceuticals, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a [director] [an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws of the Company (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an [officer] [a director] of the Company, as provided in Section 16 hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Werewolf Therapeutics, Inc.), Indemnification Agreement (Decibel Therapeutics, Inc.), Indemnification Agreement (Dyne Therapeutics, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [~~director~~a][an] [~~officer~~officer][director] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [~~officer~~a][an] [~~director~~officer][director] of the Company, as provided in Section 16 hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Pandion Therapeutics Holdco LLC), Indemnification Agreement (Fulcrum Therapeutics, Inc.), Indemnification Agreement (Constellation Pharmaceuticals Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to ~~serve~~ serve, or continue to serve, as a [director~~] [~~, officer] , employee and Agent (as defined below) of the ~~Company~~Company and/or, as applicable, its subsidiaries and any Enterprise (as defined below). Indemnitee may at any time and for any reason resign from any such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any ~~of its subsidiaries~~ such subsidiary or ~~any~~ Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-~~laws,~~ laws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [~~a director, officer~~] [director]~~ , employee and Agent of the ~~Company~~Company or any of its subsidiaries or other Enterprise as provided in Section 16 hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Integra Lifesciences Holdings Corp), Indemnification Agreement (SeaSpine Holdings Corp), Indemnification Agreement (Integra Lifesciences Holdings Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a [director~~] [~~/an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [a director/an [officer~~] [director~~] of the Company.

Appears in 4 contracts

Samples: Indemnification Agreement (Medpace Holdings, Inc.), Indemnification Agreement (Airgain Inc), Indemnification Agreement (Ballast Point Brewing & Spirits, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a ~~[director] [officer]~~ director or officer of the ~~Company~~Company or, by mutual agreement of the Company and Indemnitee, as a director or officer of another Enterprise (as defined below), as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the ~~Company~~Company or any Enterprise, as applicable, as provided in Section 16 hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (OneWater Marine Inc.), Indemnification Agreement (OneWater Marine Inc.), Indemnification Agreement (Stronghold Digital Mining, Inc.)

SERVICES TO THE COMPANY. The Indemnitee agrees to serve as a ~~[director] [officer]~~ director or officer of the Company or, at the request of the Company, as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, for so long as the Indemnitee is duly elected or appointed or until the Indemnitee tenders his or her resignation or is removed from such position. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue the Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~other enterprise) and the Indemnitee. The Indemnitee specifically acknowledges that ~~Indemnitee’s~~ any employment with the Company (or any of its subsidiaries or any ~~Enterprise), if any,~~ other enterprise) is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed, written employment contract between the Indemnitee and the Company (or any of its subsidiaries or any ~~Enterprise~~other enterprise), ~~other applicable~~ any existing formal severance policies ~~duly~~ adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate~~ certificate of ~~Incorporation,~~ incorporation or bylaws or the ~~Company’s By-laws, and the General Corporation Law of the State of Delaware~~DGCL. ~~The foregoing notwithstanding, this Agreement~~ No such document shall ~~continue in force after Indemnitee has ceased~~ be subject to ~~serve as an [officer] [director] of the Company~~any oral modification thereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Greenway Medical Technologies Inc), Indemnification Agreement (Kratos Defense & Security Solutions, Inc.), Indemnification Agreement (Gevo, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director or an [officer~~] [director] of the Company~~, as provided in Section 16 hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Axonics Modulation Technologies, Inc.), Indemnification Agreement (Evolus, Inc.), Indemnification Agreement (Hancock Jaffe Laboratories, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [~~director~~officer] [~~officer~~director] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws of the Company (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company, as provided in Section 16 hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Inozyme Pharma, Inc.), Indemnification Agreement (IMARA Inc.), Indemnification Agreement (Schrodinger, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a an [officer/director] ~~[officer]~~ of the Company, at the request of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any existing or future written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as ~~a director or officer~~ an [officer/director] of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer~~] [~~/director] of the Company, as provided in Section 16 hereof.

Appears in 4 contracts

Samples: Indemnification Agreement (Cepton, Inc.), Indemnification Agreement (SportsTek Acquisition Corp.), Indemnification Agreement (SportsTek Acquisition Corp.)

SERVICES TO THE COMPANY. Indemnitee ~~agrees~~ will serve or continue to serve as a ~~[director] [officer]~~ director or officer of the ~~Company.~~ Company for so long as Indemnitee ~~may at any time and for any reason resign from such position (subject to any other contractual obligation~~ is duly elected or ~~any obligation imposed by operation of law), in which event the Company shall have~~ appointed or until Indemnitee tenders Indemnitee’s resignation or is no ~~obligation under this Agreement to continue Indemnitee~~ longer serving in such ~~position~~capacity. This Agreement shall not be deemed an employment contract between the Company (or any of its ~~subsidiaries~~ Subsidiaries (as defined below) or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its ~~subsidiaries~~ Subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its ~~subsidiaries~~ Subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company~~DGCL.

Appears in 3 contracts

Samples: Indemnity Agreement (Visa Inc.), Indemnity Agreement (Visa Inc.), Indemnity Agreement (Visa Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a a[n] [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer~~a[n] [director] [officer] of the Company, as provided in Section 16 hereof.

Appears in 3 contracts

Samples: Indemnification Agreement (ConforMIS Inc), Indemnification Agreement (Spark Therapeutics, Inc.), Indemnification Agreement (Kolltan Pharmaceuticals Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve ~~as a~~ a[n] [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or ~~any~~ of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or ~~any~~ of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or ~~any~~ of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer~~a[n] [director] [officer] of the Company, as provided in Section 16 hereof.

Appears in 3 contracts

Samples: Indemnification Agreement (Sesen Bio, Inc.), Indemnification Agreement (Sesen Bio, Inc.), Indemnification Agreement (Sesen Bio, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or officer of the Company, as the case may be. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws, and~~ Bylaws or the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company, as provided in Section 16 hereof.

Appears in 3 contracts

Samples: Indemnification Agreement (Installed Building Products, Inc.), Indemnification Agreement (Fifth Street Asset Management Inc.), Indemnification Agreement (Installed Building Products, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a [director] [an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an [officer] [a director] of the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (ProPetro Holding Corp.), Indemnification Agreement (Smart Sand, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [~~director] [officer~~director][officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Ascena Retail Group, Inc.), Indemnification Agreement (Ascena Retail Group, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to ~~serve~~ serve, or continue to serve, as a [director] [officer] of the ~~Company~~Company and/or, as applicable, its subsidiaries and any Enterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any ~~of its subsidiaries~~ such subsidiary or ~~any~~ Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an a [director] [officer] ~~[director]~~ of the ~~Company~~Company or any of its subsidiaries or other Enterprise as provided in Section 19 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (William Lyon Homes), Indemnification Agreement (William Lyon Homes)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (EVgo Inc), Indemnification Agreement (California Resources Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to serve or to continue to serve as a [~~director] [~~director / officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~bylaws (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an a [director / officer~~] [director~~] of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Tetralogic Pharmaceuticals Corp), Indemnification Agreement (Tetralogic Pharmaceuticals Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to ~~serve~~ [serve/continue to serve] as a [~~director] [~~director or officer] of the ~~Company.~~ Company for so long as Indemnitee ~~may at any time and for any reason resign from such position (subject to any other contractual obligation~~ is duly elected or ~~any obligation imposed by operation of law), in which event the Company shall have~~ appointed or until Indemnitee tenders [his/her] resignation or is no ~~obligation under this Agreement to continue Indemnitee~~ longer serving in such ~~position~~capacity. This Agreement shall not be deemed an employment ~~contract~~ agreement between the Company (or any of its subsidiaries or ~~any~~ Enterprise) and Indemnitee. Indemnitee specifically acknowledges that ~~Indemnitee’s~~ [his/her] [employment ~~with~~ with/service to] the Company (or any of its subsidiaries or ~~any Enterprise), if any,~~ Enterprise is at ~~will,~~ will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment ~~contract~~ agreement between Indemnitee and the Company (or any of its subsidiaries or ~~any~~ Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware~~Constituent Documents or Delaware law. ~~The foregoing notwithstanding, this~~ This Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Gse Systems Inc), Indemnification Agreement (Gse Systems Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s 's By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Maxar Technologies Inc.), Indemnification Agreement (Cti Biopharma Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director~~] [officer]~~ , officer or employee of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a ~~director~~ director, officer or ~~officer~~ employee of the Company, by the Company’s ~~Certificate~~ Articles of Incorporation (the “Articles of Incorporation”), the ~~Company’s By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~CGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer~~] [director]~~ , director or employee of the Company.

Appears in 2 contracts

Samples: Indemnification Agreement, Indemnification Agreement (Quality Systems, Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director~~a[n] [officer] [director] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws of the Company (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an a[n] [officer] [director] of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Cue Health Inc.), Indemnification Agreement (Akouos, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Ixxxxxxxxx agrees to serve or continue to serve as a ~~[director] [officer]~~ director and/or officer of the Company, as applicable. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ Articles and the ~~General Corporation Law of the State of Delaware~~Act. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director and/or officer of the Company, as applicable, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (EUDA Health Holdings LTD), Indemnification Agreement (EUDA Health Holdings LTD)

SERVICES TO THE COMPANY. Indemnitee agrees to serve or to continue to serve as a ~~[director] [officer]~~ director and officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~bylaws (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Paratek Pharmaceuticals, Inc.), Indemnification Agreement (Paratek Pharmaceuticals, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director ~~or officer~~ of the Company, by the ~~Company’s Certificate of Incorporation~~Certificate, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company, its subsidiaries or any other Enterprise (as defined below) for which Indemnitee may agree to serve as a director at the request of the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Hhgregg, Inc.), Indemnification Agreement (Hhgregg, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director or an ~~[officer] [director]~~ officer of the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Ryerson Tull Inc /De/), Indemnification Agreement (Ryerson Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the ~~Company~~Company or any other Enterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any ~~of its subsidiaries or any~~ other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any ~~of its subsidiaries or any~~ other Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any ~~of its subsidiaries or any~~ other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the ~~Company~~Company or any other Enterprise.

Appears in 2 contracts

Samples: Indemnification Agreement (Endologix Inc /De/), Indemnification Agreement (Endologix Inc /De/)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [~~director~~officer] [~~officer~~director] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Arsanis, Inc.), Indemnification Agreement (Arsanis, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Sabre Industries, Inc.), Indemnification Agreement (Sabre Industries, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a an [officer/director] ~~[officer]~~ of the Company, at the request of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its ~~subsidiaries or any Enterprise~~subsidiaries) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its ~~subsidiaries or any Enterprise~~subsidiaries), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any existing or future written employment contract between Indemnitee and the Company (or any of its ~~subsidiaries or any Enterprise~~subsidiaries), other applicable formal severance policies duly adopted by the Board, or, with respect to service as ~~a director or officer~~ an [officer/director] of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer~~] [~~/director] of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Surf Air Mobility Inc.), Indemnification Agreement (Surf Air Mobility Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Harmony Biosciences Holdings, Inc.), Indemnification Agreement (Sprout Social, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a [director~~] [~~/an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as [a ~~director or officer~~ director/an officer] of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [a director/an [officer~~] [director~~] of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (Corelogic, Inc.), Indemnification Agreement (Corelogic, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board~~Board of Directors, ~~or, with respect to service as a director~~ or ~~officer of the Company,~~ by the Company’s ~~Certificate~~ Articles of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~GCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer of the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Venture Lending & Leasing Iv Inc), Indemnification Agreement (Venture Lending & Leasing V, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (GSC Acquisition Co), Indemnification Agreement (NTR Acquisition Co.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s~~ By-~~laws~~Laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [~~officer~~director] [~~director~~officer] of the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Gp Strategies Corp), Indemnification Agreement (National Patent Development Corp)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a ~~[director] [~~director or officer] , as applicable, of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws (the “By-laws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer or director of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (EyePoint Pharmaceuticals, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a [~~director] [~~director and/or officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company, as provided in Section 16 hereof.

Appears in 2 contracts

Samples: Indemnification Agreement (MN8 Energy, Inc.), Indemnification Agreement (MN8 Energy, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s~~ By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve ~~as an [officer] [director]~~ officer of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Dean Foods Co)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [~~director] [officer~~director][officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an a [~~officer] [director~~director][officer] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Durata Therapeutics, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a [director] [an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws of the Company (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [~~officer] [~~officer][a director] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Verve Therapeutics, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer and director of the Company. Indemnitee may at any time and for any reason resign from such ~~position~~ positions (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract (or other applicable written agreement) between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, ~~or, with respect to service as a director~~ or ~~officer of the Company,~~ by the Company’s Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer or director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (PAETEC Holding Corp.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [[a [director] or [an officer]] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [[a director] or [an [officer~~] [director~~]] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (On Semiconductor Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to ~~serve~~ serve, or continue to serve, as the case may be, as a ~~[director] [officer]~~ director or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Ophthotech Corp.)

SERVICES TO THE COMPANY. The Indemnitee agrees to serve as ~~a [director] [officer] of the Company~~an Enterprise Fiduciary. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue the Indemnitee in such position. This Agreement is not and shall not be deemed an employment contract between the Company (or any of its subsidiaries or any other Enterprise) and the Indemnitee. The Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any other Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between the Indemnitee and the Company (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ LP Agreement and the ~~General Corporation Law of the State of Delaware~~Delaware Revised Uniform Limited Partnership Act ("DRULPA"). The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve an Enterprise Fiduciary, as ~~an [officer] [director] of the Company~~provided in Section 13.

Appears in 1 contract

Samples: Indemnification Agreement (BreitBurn Energy Partners L.P.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws (the “By-laws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Employment Agreement (Henry Schein Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or officer of the Company, as the case may be. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Annie's, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ director and/or officer of the Company, as the case may be. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate~~ certificate of ~~Incorporation~~incorporation, the ~~Company’s By-laws,~~ bylaws and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Pricesmart Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s 's Certificate of Incorporation, the Company’s 's By-laws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Western Digital Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to serve and/or continue to serve as a ~~[director] [officer]~~ director or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law)~~, in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position~~. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as hereinafter defined)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s Certificate of Incorporation~~Bylaws, the ~~Company’s By-laws~~Certificate, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer or director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Roadrunner Transportation Systems, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve or continue to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate~~ Articles of Incorporation, the Company’s By-laws, and ~~the General Corporation Law of the State of Delaware~~Indiana law. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (White Electronic Designs Corp)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as [a [director] [an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an [officer] [a director] of the Company, as provided in Section 17 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (PSQ Holdings, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any ~~obligation~~ obli-gation imposed by operation of law), in which event the Company shall have no ~~obligation~~ obliga-tion under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s 's Certificate of Incorporation, the Company’s 's By-laws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Xto Energy Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director and/or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~CBCA. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer and director of the Company, as provided in Section 17 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (First Western Financial Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s 's By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (CAMAC Energy Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director ~~or officer~~ of the Company, by the ~~Company’s Certificate of Incorporation~~Certificate, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Hhgregg, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director and officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (ProPetro Holding Corp.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Unit Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer and/or director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Restated Certificate ~~of Incorporation, the Company’s By-laws,~~ and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer or director of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Amneal Pharmaceuticals, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a [director] [an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any existing or future written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an [officer] [a director] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Willdan Group, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a ~~[director] [officer]~~ director and/or an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Sitio Royalties Corp.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or officer of the ~~Company~~Company and its affiliates. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company~~’s By-laws~~'s Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer or director of the ~~Company~~Company or an affiliate, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Orbital Atk, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the ~~Company’s By-laws~~amended and restated bylaws of the Company (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (McBc Holdings, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to ~~serve~~ [serve/continue to serve] as [a [director] [and] [an officer] of the ~~Company.~~ Company for so long as Indemnitee ~~may at any time and for any reason resign from such position (subject to any other contractual obligation~~ is duly elected or ~~any obligation imposed by operation of law), in which event the Company shall have~~ appointed or until Indemnitee tenders [his/her] resignation or is no ~~obligation under this Agreement to continue Indemnitee~~ longer serving in such ~~position~~capacity. This Agreement shall not be deemed an employment ~~contract~~ agreement between the Company (or any of its subsidiaries or ~~any~~ Enterprise) and Indemnitee. Indemnitee specifically acknowledges that ~~Indemnitee’s employment with~~ [his/her] service to the Company (or any of its subsidiaries or ~~any Enterprise), if any,~~ Enterprise is at ~~will,~~ will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written ~~employment contract~~ agreement between Indemnitee and the Company (or any of its subsidiaries or ~~any~~ Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as [a ~~director or officer~~ director] [or] [an officer] of the Company, by the Company’s ~~Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware~~Constituent Documents or Pennsylvania law. ~~The foregoing notwithstanding, this~~ This Agreement shall continue in force after Indemnitee has ceased to serve as [an [officer] [or] [a director] of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Kulicke & Soffa Industries Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve or continue to serve as a [director~~] [~~, officer] , employee or agent of the Company~~. Indemnitee may~~ , as applicable, and/or, at ~~any time and for any reason resign from such position (subject to any~~ the request of the Company, as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other ~~contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position~~enterprise. This Agreement shall not be deemed an employment contract between the Company (or any ~~of its subsidiaries or any Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (~~or any of its subsidiaries~~ or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any ~~of its subsidiaries or any~~ Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a ~~director~~ director, officer or ~~officer~~ employee or agent of the ~~Company~~Company or of any other Enterprise, by the ~~Company’s Certificate~~ [Articles][Certificate] of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~[CGCL][DGCL]. The foregoing notwithstanding, this Agreement shall continue in force as provided in Section 17 hereof after Indemnitee has ceased to ~~serve as an [officer] [director] of~~ provide services to the ~~Company~~Company or any Enterprise.

Appears in 1 contract

Samples: Indemnification Agreement (Lbi Media Holdings Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director and/or officer of the Company and/or an affiliate of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws~~bylaws of the Company (the “Bylaws”), and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer and/or director of the Company or any affiliate of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Innophos Holdings, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a ~~[director] [officer]~~ director and/or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~TBOC. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer and director of the Company, as provided in Section 17 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Inno Holdings Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s ~~employment with~~ service to the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company.

Appears in 1 contract

Samples: Director Indemnification Agreement (EnergySolutions, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s 's Certificate of Incorporation, the Company’s 's By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (SP Acquisition Holdings, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to continue to serve as a [director~~] [officer]~~ , officer or key employee of the Company. , as the case may be, for so long as Indemnitee ~~may at any time and for any reason resign from such position (subject to any other contractual obligation~~ is duly elected, appointed or ~~any obligation imposed~~ employed by ~~operation of law), in which event~~ the Company ~~shall have~~ or until Indemnitee tenders his resignation or is no ~~obligation under this Agreement to continue Indemnitee~~ longer serving in such ~~position~~capacity. This Agreement shall not be deemed an employment ~~contract~~ agreement between the Company (or any of its subsidiaries or ~~any~~ Enterprise) and Indemnitee. Indemnitee specifically acknowledges that ~~Indemnitee’s~~ his employment with and/or service to the Company (or any of its subsidiaries or ~~any Enterprise), if any,~~ Enterprise is at ~~will,~~ will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment ~~contract~~ agreement between Indemnitee and the Company (or any of its subsidiaries or ~~any~~ Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company~~’s Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware~~'s Constituent Documents or Delaware law. ~~The foregoing notwithstanding, this~~ This Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [~~a director] , officer or employee of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 13 hereof. 3.

Appears in 1 contract

Samples: Indemnification Agreement (Intest Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a an [officer] [director] [~~officer~~officer and/or director] of the Company. Indemnitee may at any time and for any reason resign from such position or positions (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation ~~under this Agreement~~ to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. [Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), or other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware. Board.]1 The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] [officer and/or director] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Femasys Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer and director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer and/or director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Westwood Holdings Group Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Amended and Restated Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer or director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Opportunity Acquisition Corp.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director and/or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~TBOC. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer and director of the Company, as provided in Section 17 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Third Coast Bancshares, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or officer of the Company or as an agent of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that ~~Indemnitee’s employment~~ if Indemnitee is employed with the Company (or any of its subsidiaries or any Enterprise), ~~if any,~~ such employment relationship is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [~~a director] , officer or agent of the ~~Company~~Company or any of its subsidiaries as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Pc Tel Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a [director] [an officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any existing or future written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an [officer] [a director] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Sportsman's Warehouse Holdings, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board~~Board of Directors, ~~or, with respect to service as a director~~ or ~~officer of the Company,~~ by the Company’s ~~Certificate~~ Articles of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~Virginia Act. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (CSX Corp)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a an [officer and director~~] [officer~~] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any existing or future written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as [a director or ~~officer~~ officer] of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an ~~[officer] [~~officer and director] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Sportsman's Warehouse Holdings, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director and officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director and officer of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Fmsa Holdings Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the ~~Company’s By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Energy & Exploration Partners, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer and/or director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a officer or director ~~or officer~~ of the Company, by the Company’s Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the General Corporation Law of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (On Assignment Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve ~~as a~~ a[n] [director] [and] [officer~~] of the Company~~]. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer~~a[n] [director] [or] [officer] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Spring Bank Pharmaceuticals, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee agrees~~ Indexxxxxx xxx agreed to serve as ~~a [director] [officer]~~ an officer or executive or other employee of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s Certificate of Incorporation, the Company’s By-laws,~~ Charter and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer~~] [~~, director] , executive, fiduciary or employee of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Agilon Health, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve or continue to serve as a [director~~] [~~, officer] , employee or agent of the Company~~. Indemnitee may~~ , as applicable, and/or, at ~~any time and for any reason resign from such position (subject to any~~ the request of the Company, as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other ~~contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position~~enterprise. This Agreement shall not be deemed an employment contract between the Company (or any ~~of its subsidiaries or any Enterprise~~Enterprise (as defined below)) and Indemnitee. .Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (~~or any of its subsidiaries~~ or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any ~~of its subsidiaries or any~~ Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a ~~director~~ director, officer or ~~officer~~ employee or agent of the ~~Company~~Company or of any other Enterprise, by the ~~Company’s Certificate~~ [Articles][Certificate] of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~[CGCL][DGCL]. The foregoing notwithstanding, this Agreement shall continue in force as provided in Section 17 hereof after Indemnitee has ceased to ~~serve as an [officer] [director] of~~ provide services to the ~~Company~~Company or any Enterprise.

Appears in 1 contract

Samples: Indemnification Agreement (Lbi Media Holdings Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] [employee] [agent] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] [agent] [employee] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Fmsa Holdings Inc)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Ixxxxxxxxx agrees to serve as a ~~[director] [officer]~~ director or officer of the Company or as an agent of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any ~~Enterprise~~Enterprise (as defined below)) and Indemnitee. Indemnitee specifically acknowledges that ~~Indemnitee’s employment~~ if Indemnitee is employed with the Company (or any of its subsidiaries or any Enterprise), ~~if any,~~ such employment relationship is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [~~a director] , officer or agent of the ~~Company~~Company or any of its subsidiaries as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Pc Tel Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”), the ~~Company’s~~ By-laws, and the ~~General Corporation Law of the State of Delaware~~NYBCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Iberdrola USA, Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a ~~[director] [officer]~~ director and/or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and ~~the~~ Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate of Incorporation, the Company’s By-laws,~~ Organizational Documents and the ~~General Corporation Law of the State of Delaware~~NRS. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer and director of the Company, as provided in Section 17 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Linkhome Holdings Inc.)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation of Incorporation of the Company (the “Certificate of Incorporation”), the ~~Company’s By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Fly-E Group, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as [a ~~[director] [~~director][an officer] of the Company. Indemnitee ~~may~~ may, at any time and for any ~~reason~~ reason, resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue to employ Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s ~~employment with~~ service to the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies or contracts duly adopted by the Board, ~~or, with respect to service as a director~~ or ~~officer of the Company,~~ by the ~~Company’s~~ Certificate of Incorporation, the ~~Company’s By-laws,~~ Bylaws and the General Corporation Law of the State of ~~Delaware~~Delaware (the “DGCL”). The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [a director][an officer~~] [director~~] of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Darling International Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director ~~or officer~~ of the Company, by the Company’s ~~Certificate of Incorporation~~Certificate, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an a [director] [officer~~] [director~~] of the Company.

Appears in 1 contract

Samples: Indemnity Agreement (Waste Management Inc)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a [director~~] [officer]~~ , an officer and agent of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s 's employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or an officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s 's By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director, an ~~[officer] [director]~~ officer or agent of the Company, as provided in Section 16 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (Ipg Photonics Corp)

SERVICES TO THE COMPANY. ~~Indemnitee~~ Xxxxxxxxxx agrees to serve as ~~a [director]~~ an [officer/director] of the ~~Company~~Company or any other Enterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any ~~of its subsidiaries or any~~ other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any ~~of its subsidiaries or any~~ other Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any ~~of its subsidiaries or any~~ other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer~~] [~~/director] of the ~~Company~~Company or any other Enterprise.

Appears in 1 contract

Samples: Indemnification Agreement (Madrigal Pharmaceuticals, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a a[n] [director] [and] [officer] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or ~~any~~ of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or ~~any~~ of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or ~~any~~ of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the ~~Company’s~~ Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer~~a[n] [director] [or] [officer] of the Company, as provided in Section 15 hereof.

Appears in 1 contract

Samples: Indemnification Agreement (XL Fleet Corp.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as a ~~[director] [officer]~~ director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract (or other applicable written agreement) between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, ~~or, with respect to service as a director~~ or ~~officer of the Company,~~ by the Company’s Certificate of Incorporation, the Company’s ~~By-laws~~Bylaws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (PAETEC Holding Corp.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director]~~ an [officer/director] of the ~~Company~~Company or any other Enterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any ~~of its subsidiaries or any~~ other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any ~~of its subsidiaries or any~~ other Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any ~~of its subsidiaries or any~~ other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer~~] [~~/director] of the ~~Company~~Company or any other Enterprise.

Appears in 1 contract

Samples: Indemnification Agreement (Synta Pharmaceuticals Corp)

SERVICES TO THE COMPANY. The Indemnitee agrees to ~~serve~~ [serve] [continue to serve] as a ~~[director] [officer]~~ director or officer of the ~~Company.~~ Company for so long as the Indemnitee ~~may at any time and for any reason resign from such position (subject to any other contractual obligation~~ is duly elected or ~~any obligation imposed by operation of law), in which event~~ appointed or until the ~~Company shall have~~ Indemnitee tenders the Indemnitee’s resignation or is no ~~obligation under this Agreement to continue Indemnitee~~ longer serving in such ~~position~~capacity. This Agreement ~~shall~~ will not be deemed an employment ~~contract~~ agreement between the Company (or any of its subsidiaries or ~~any~~ Enterprise) and the Indemnitee. The Indemnitee specifically acknowledges that the Indemnitee’s employment with the Company (or any of its subsidiaries or ~~any Enterprise), if any,~~ Enterprise is at ~~will,~~ will and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment ~~contract~~ agreement between the Indemnitee and the Company (or any of its subsidiaries or ~~any~~ Enterprise), other applicable formal severance policies duly adopted by the ~~Board,~~ Board or, with respect to service as a director or officer of the Company, by the Company’s ~~Certificate of Incorporation, the Company’s By-laws, and the General Corporation Law of the State of Delaware~~Constituent Documents or Delaware law. ~~The foregoing notwithstanding, this~~ This Agreement ~~shall~~ will continue in force after the Indemnitee has ceased to serve as ~~an [officer] [director]~~ a director or officer of the Company or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12.

Appears in 1 contract

Samples: Indemnification Agreement (5E Advanced Materials, Inc.)

SERVICES TO THE COMPANY. Indemnitee agrees to serve as ~~a [director] [officer]~~ an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Company’s Certificate of Incorporation, the Company’s By-laws, and the ~~General Corporation Law of the State of Delaware~~DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an ~~[officer] [director]~~ officer of the Company.

Appears in 1 contract

Samples: Indemnification Agreement (Geron Corp)

Common use of SERVICES TO THE COMPANY Clause in Contracts