Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.
Appears in 37 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Share Exchange Agreement (Peregrine Industries Inc), Agreement and Plan of Merger (Synergy CHC Corp.)
Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful, or (c) the person’s act or failure to act constituted a breach of the person’s fiduciary duties as a director or an officer or the person’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.
Appears in 6 contracts
Samples: Indemnification Agreement (Health in Tech, Inc.), Indemnification Agreement (CaliberCos Inc.), Indemnification Agreement (Adamas One Corp.)
Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere its equivalent, does not, of itself, create a presumption that a person (a) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, (b) with respect to any criminal action or proceeding, that the person had reasonable cause to believe that the person’s 's conduct was unlawful, or (c) the person’s 's act or failure to act constituted a breach of the person’s 's fiduciary duties as a director or an officer or the person’s 's breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.
Appears in 1 contract
Samples: Share Exchange Agreement (Vortex Blockchain Technologies Inc.)
