Proceeding Definition Example with 367 Variations

Proceeding. Shall include includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, investigative, in which Indemnitee was, is or will be involved as a party or otherwise otherwise, by reason of the fact that... Indemnitee is or was a an officer or director or officer of the Company, Company (or designated a director), by reason of any action taken by him or of any action inaction on his part while acting as an officer or director or officer of the Company, Company (or equity holder of the Company), or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, Enterprise; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement. View More

Proceeding. Shall shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing suit or any other actual, threatened or completed proceeding, whether brought in the right of the Company Corporation or otherwise otherwise, and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, in which Indemnitee was, is the Director may be or will be may have been involved as... a party party, witness or otherwise otherwise, by reason of the fact that Indemnitee the Director is or was a director or officer of the Company, by reason of any action taken by him Corporation, or of any action on his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company Corporation (or is deemed to be serving or have served) as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for 1 which indemnification, reimbursement, exculpation, indemnification or advancement of expenses reimbursement can be provided under this Agreement. The term "Proceeding" shall also include a situation that the Director in good faith believes may lead to the institution of an action, suit or proceeding. View More

Proceeding. Shall shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing suit or any other actual, threatened or completed proceeding, whether brought in the right of the Company Corporation or otherwise otherwise, and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, in which Indemnitee was, is the Officer may be or will be may have been involved as... a party party, witness or otherwise otherwise, by reason of the fact that Indemnitee the Officer is or was a director or an officer of the Company, by reason of any action taken by him Corporation, or of any action on his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company Corporation (or is deemed to be serving or have served) as a director, officer, partner, trustee, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, exculpation, indemnification or advancement of expenses reimbursement can be provided under this Agreement. The term "Proceeding" shall also include a situation that the Officer in good faith believes may lead to the institution of an action, suit or proceeding. View More

Proceeding. Shall shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including without limitation any such proceeding pending as of the date of this Agreement, in which the Indemnitee was, is or will be... involved as a party or otherwise by reason of the fact that the Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action on his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or any other enterprise, Enterprise, in each case whether or not serving in such capacity at the time any liability Expense, judgment, fine or expense amount paid in settlement is incurred for which indemnification, reimbursement, or advancement of expenses Expenses can be provided under this Agreement; except one initiated by the Indemnitee to enforce his rights under this Agreement. View More

Proceeding. Shall shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including without limitation any such proceeding pending as of the date of this Agreement, in which the Indemnitee was, is or will be... involved as a party or otherwise by reason of the fact that the Indemnitee is or was a director or officer of the Company, by reason of any action taken by him her or of any action on his her part while acting as director or officer of the Company, or by reason of the fact that he she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or any other enterprise, Enterprise, in each case whether or not serving in such capacity at the time any liability Expense, judgment, fine or expense amount paid in settlement is incurred for which indemnification, reimbursement, or advancement of expenses Expenses can be provided under this Agreement; except one initiated by the Indemnitee to enforce her rights under this Agreement. View More

Proceeding. Shall shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise by... reason of the fact that Indemnitee is or was a director or officer or key employee of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or any other enterprise, Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. View More

Proceeding. Shall include includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, otherwise, in which Indemnitee was, is or will be involved as a party or otherwise otherwise, by reason of the fact that Indemnitee... is or was a an officer or director or officer of the Company, by reason of any action taken by him or her or of any action inaction on his or her part while acting as an officer or director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, Enterprise; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses indemnification can be provided under this Agreement; including those pending on or before the date of this Agreement, but excluding those initiated by an Indemnitee pursuant to Section 5 of this Agreement to enforce his or her rights under this Agreement. View More

Proceeding. Shall include shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing suit or any other actual, threatened or completed proceeding, whether brought in the right name of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that the Indemnitee is or was an officer and/or a director or officer of the Company, by reason of any action taken by him or of any action on his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in each case whether or not he is serving in such capacity at the time any liability or expense Expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses can Expenses (as defined in subparagraph (b) below) is to be provided under this Agreement. View More

Proceeding. Shall shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or... officer of the Company, by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or any other enterprise, Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, reimbursement or advancement of expenses can be provided under this Agreement. View More

Proceeding. Shall include means any threatened, pending or completed action, suit, claim, demand, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether formal or informal, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding... pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, by reason of (ii) any action taken by him Indemnitee or of any action or inaction on his Indemnitee's part while acting as a director or officer of the Company, or by reason of (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust the Company or any other enterprise, Enterprise, in each case whether or not serving in such capacity at the time any liability or expense Expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses Expenses can be provided under this Agreement. For purposes of this definition, the term "threatened" will be deemed to include Indemnitee's good faith belief that a claim or other assertion may lead to institution of a Proceeding. View More