STOCKHOLDER VOTE ON DETERMINATION. Notwithstanding the provisions of the Delaware Statute, the Indemnitee and any other stockholder who is a party to the proceeding for which indemnification or reimbursement is sought shall be entitled to vote on any Determination to be made by the Company's stockholders, including a Determination made pursuant to Section 5.7 hereof. In addition, in connection with each meeting at which a stockholder Determination will be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Company proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement.
Appears in 3 contracts
Samples: Indemnification Agreement (Sportsline Usa Inc), Indemnification Agreement (Orius Corp), Indemnification Agreement (Dental Care Alliance Inc)
STOCKHOLDER VOTE ON DETERMINATION. Notwithstanding the provisions of the Delaware StatuteGeneral Corporation law, the Indemnitee and any other stockholder who is a party to the proceeding for which indemnification or reimbursement is sought shall be entitled to vote on any say Determination to be made by the Company's stockholders, including a Determination made pursuant to Section 5.7 hereof. In addition, in connection with each meeting at which a stockholder Determination will be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Company proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement.
Appears in 1 contract
