Covered Proceeding

Covered Proceeding. Means any Proceeding, whether brought by or in the right of the Company or otherwise, in which Indemnitee is or will be involved as a party, as a witness or otherwise, because (a) Indemnitee is or previously was a director or officer of the Company, (b) of any action taken by Indemnitee or of any inaction on the part of Indemnitee while so acting as a director or officer of the Company or (c) because Indemnitee is or previously was, at the request of the Company, serving another Enterprise in... any Capacity; provided that any Proceeding that is brought by Indemnitee against the Company or any of its directors or officers, other than a Proceeding brought by Indemnitee to enforce Indemnitee's rights under this Agreement, shall not be deemed a "Covered Proceeding" without prior approval by a majority of the Board. View More