Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.
Appears in 8 contracts
Sources: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.), Merger Agreement (TradeUP Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 6 contracts
Sources: Business Combination Agreement (Zanite Acquisition Corp.), Merger Agreement (Knight Transportation Inc), Merger Agreement (SWIFT TRANSPORTATION Co)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 5 contracts
Sources: Agreement and Plan of Merger (Westinghouse Air Brake Co /De/), Agreement and Plan of Merger (Motivepower Industries Inc), Business Combination Agreement (Chrysler Corp /De)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Frontier Oil Corp /New/), Merger Agreement (Frontier Oil Corp /New/), Merger Agreement (Holly Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.510.5 hereof), the Corporation Company shall not be obligated to indemnify any current Director or former director or officer Officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company.
Appears in 4 contracts
Sources: Company Agreement (Entergy Arkansas Inc), Company Agreement (Entergy Mississippi Inc), Company Agreement (Entergy New Orleans, Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc), Merger Agreement (Bell Atlantic Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Broadscale Acquisition Corp.), Business Combination Agreement (Switchback II Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of the Corporation.
Appears in 2 contracts
Sources: Business Combination Agreement (ITHAX Acquisition Corp.), Merger Agreement (DFP Healthcare Acquisitions Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Knight Capital Group, Inc.), Merger Agreement (GETCO Holding Company, LLC)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VI), the Corporation shall not be obligated to indemnify any current or former director Director or officer Officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Us Airways Group Inc), Merger Agreement (Amr Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.58.5 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 2 contracts
Sources: Reorganization Agreement (Fidelity National Financial, Inc.), Reorganization Agreement (Cannae Holdings, Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII V to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article V), the Corporation corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.
Appears in 2 contracts
Sources: Merger Agreement (TradeUP Acquisition Corp.), Merger Agreement (Cleantech Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Boardboard of directors of the Corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Section 2 of this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.52(e) of this Article VIII), the Corporation shall not be obligated to to, under this Section 2 of this Article VIII, indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: Merger Agreement (Kellanova)
Limitation on Indemnification. Notwithstanding anything ---------- ----------------------------- contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: By Laws (Armkel LLC)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or and to advancement of expenses (which shall be governed by Section 7.57.05), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors.
Appears in 1 contract
Sources: Transaction Agreement (Advanced Emissions Solutions, Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.58.3), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IV to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.528 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer (or his heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: Merger Agreement (Allied Riser Communications Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof of this Article IX), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: Securities Purchase Agreement (Pinnacle Holdings Inc)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board.
Appears in 1 contract
Sources: Merger Agreement (B. Riley Principal 150 Merger Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.58.4), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Limitation on Indemnification. Notwithstanding anything ----------------------------- contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Phillips Petroleum Co)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5) or advancement of expenses (which shall be governed by Section 7.59.6), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person or in defending any counterclaim, cross-claim, affirmative defense, or like claim by the Corporation in such proceeding unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: Merger Agreement (Welsbach Technology Metals Acquisition Corp.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.56.5), the Corporation corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.58.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors.
Appears in 1 contract
Sources: Business Combination Agreement (FinTech Acquisition Corp. IV)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any current director, officer, employee or former director or officer agent in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.):
Appears in 1 contract
Sources: Business Combination Agreement (Novus Capital Corp II)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 hereof), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall will be governed by Section 7.59.5), the Corporation shall is not be obligated to indemnify any current present or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Sources: Merger Agreement (Woodward, Inc.)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person or in defending any counterclaim, cross-claim, affirmative defense, or like claim by the Corporation in such proceeding unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the Corporation.
Appears in 1 contract
Limitation on Indemnification. Notwithstanding anything contained in this Article VII VIII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.55 of this Article VIII), the Corporation shall not be obligated to indemnify any current or former director or officer in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.by
Appears in 1 contract
Sources: Merger Agreement (Holly Corp)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII IX to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.59.5), the Corporation shall not be obligated to indemnify any current present or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of the Corporation.
Appears in 1 contract
Sources: Merger Agreement (Northern Genesis Acquisition Corp. II)
Limitation on Indemnification. Notwithstanding anything contained in this Article VII ARTICLE VI to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.56.5), the Corporation corporation shall not be obligated to indemnify any current or former director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with an action, suit a proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized or consented to by the BoardBoard of Directors of the corporation.
Appears in 1 contract
Sources: Merger Agreement (B. Riley Principal 150 Merger Corp.)