Affiliate Director definition
Examples of Affiliate Director in a sentence
The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee under this Agreement for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent made by Indemnitee’s Affiliate Director (as defined below), if applicable, as provided in Section 13 and except with respect to any excess beyond the amount paid under any insurance policy or indemnity policy.
Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, an Affiliate Director) is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.
The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 7.4 shall continue as to a Covered Person who has ceased to be a Member, Affiliate, Director, officer, employee or agent (or other Person indemnified hereunder) and shall inure to the benefit of the successors, assigns, executors, administrators, legatees and distributees of such Person.
In no event will payment by any other Person with whom or which Indemnitee may be associated (including, without limitation, an Affiliate Director) or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or advance of Expenses to any other Person with whom or which Indemnitee may be associated (including, without limitation, an Affiliate Director).
In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, an Affiliate Director) or their insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement.
The Company has taken out insurance policies from the insurers set forth in the Disclosure Schedule as required for the operation of the Business and by the Applicable Laws.
The Company shall use its reasonable best efforts to appoint the Affiliate Director and, if applicable, the Independent Director as members of the Nominating and Governance Committee of the Board of Directors of the Company and, if applicable, the Independent Director as a member of the Audit Committee of the Board of Directors of the Company.
If an Affiliate Director wishes to deviate from this policy, he or she must seek approval from the CEO, whose decision will be final.
All teams within an Affiliate’s geographical area must be certified by the Affiliate Director of that sanctioned Affiliate in order to attend Global Finals.
So long as the Stockholders beneficially own in the aggregate 10% or more of the outstanding shares of Common Stock and this Agreement has not otherwise been terminated in accordance with its terms, the Company will support the election of the Affiliate Director and, if applicable, the Independent Director at each annual meeting of stockholders of the Company.