Common use of Definition of Proceeding Clause in Contracts

Definition of Proceeding. For purposes of this Agreement, “Proceeding” shall mean any actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, in which Indemnitee is, was or becomes involved by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company or that, being or having been such a director, officer, employee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively a “Related Company”), including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action (or inaction) by Indemnitee in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent; provided, however, that, except with respect to an action to enforce the provisions of this Agreement, Proceeding shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee unless such action, suit, claim or proceeding is or was authorized by the Company’s Board of Directors.

Definition of Proceeding. For purposes of this Agreement, “"Proceeding” " shall mean any actual, pending pending, threatened or threatened completed action, suit, claim or proceeding, proceeding (whether civil, criminal, administrative or investigative and whether formal or informal, ) in which Indemnitee is, was has been or becomes involved by reason of the fact that Indemnitee is or was has been a director, officer, employee or agent of the Company or any of its subsidiaries or that, being or having been such a director, officer, employee or agent, Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (collectively collectively, a “"Related Company”"), including but not limited to service with respect to an any employee benefit plan, whether the basis of such action, suit, claim or proceeding is alleged action (or inaction) omission by Indemnitee in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent; provided, however, that, except with respect to an action to enforce the provisions of this Agreement, Proceeding "Proceeding" shall not include any action, suit, claim or proceeding instituted by or at the direction of Indemnitee unless such action, suit, claim or proceeding is or was authorized by the Company’s Board of DirectorsBoard.