Common use of Indemnification of Others Clause in Contracts

Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the CCC, to indemnify each of its employees, officers and agents (other than directors) against expenses (as defined in Section 317(a) of the CCC), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the CCC), arising by reason of the fact that such person is or was an employee, officer or agent of the corporation. For purposes of this Article V, an "employee" or "officer" or "agent" of the corporation (other than a director) includes any person (i) who is or was an employee, officer or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or (iii) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Sources: Merger Agreement (Phone Com Inc)

Indemnification of Others. The corporation Corporation shall have the power, to the extent and in the manner permitted by the CCCCode, to indemnify each of its employees, officers officers, and agents (other than directors) against expenses (as defined in Section 317(a) of the CCCCode), judgments, fines, settlements settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the CCCCode), arising by reason of the fact that such person is or was an employee, officer officer, or agent of the corporationCorporation. For purposes of this Article VVI, an "employee" or "officer" or "agent" of the corporation Corporation (other than a director) includes any person (ia) who is or was an employee, officer officer, or agent of the corporationCorporation, (iib) who is or was serving at the request of the corporation Corporation as an employee, officer officer, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise enterprise, or (iiic) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Sources: Merger Agreement

Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the CCC, to indemnify each of its employees, officers and agents (other than directors) against expenses (as defined in Section 317(a) of the CCC), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the CCC), arising by reason of the fact that such person is or was an employee, officer or agent of the corporation. For purposes of this Article V, an "employee" or "officer" or "agent" of the corporation (other than a director) includes any person (i) who is or was an employee, officer or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or (iii) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 5.3.

Appears in 1 contract

Sources: Merger Agreement (Peerless Systems Corp)