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 director or officer of the Company, 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, 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, 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; and excluding one initiated by an Indemnitee pursuant to Section 8 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 inquiry or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party party, as a witness or otherwise otherwise, by reason... of the fact that Indemnitee is or was a director director, officer, employee or officer agent of the Company, Corporation, by reason of any action taken by him Indemnitee or of any action inaction on his Indemnitee's part while acting as director a director, officer, employee or officer of the Company, agent or by reason of the fact that he Indemnitee is or was serving at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, limited liability company or other enterprise, enterprise; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses reimbursement can be provided under this Agreement. Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the Corporation or directors, officers, employees or agents of the Corporation or persons serving at the request of the Corporation as a director or officer of another corporation or business entity, other than (i) an action brought by Indemnitee to establish or enforce Indemnitee's rights under this Agreement or any insurance policy or under the Articles or the Corporation's Bylaws now or hereafter in effect, or (ii) as otherwise required under the NRS, shall not be deemed a Proceeding without prior approval by a majority of the Board of Directors of the Corporation. View More

Proceeding. Shall shall include any threatened, pending or completed action, suit, arbitration, alternate proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing formal or any other actual, threatened or completed proceeding, informal, whether brought in the right name of the Company or otherwise and whether of a civil, criminal, criminal or administrative or investigative nature, in which Indemnitee was, is or will may be involved as a party or... otherwise by reason of the fact that Indemnitee is or was a director director, officer, employee, agent 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 fiduciary 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, in each case whether or not he is serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses can reimbursement is to be provided under this Agreement. View More

Proceeding. Shall include means, for the purposes of this Agreement, any threatened, pending or completed action, suit, arbitration, alternate alternative dispute resolution mechanism, investigation, inquiry, administrative hearing administrative, legislative or other hearing, or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative and 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 may be involved as a party party, witness or otherwise otherwise, by reason of the fact that Indemnitee is or was a director and/or officer of the Company or officer any subsidiary or affiliate 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 such director or officer of the Company, and/or officer, 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 or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, in each case whether or not he or she is serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses reimbursement can 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, 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 of the Company, by reason of any action taken by him or of any action inaction 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, 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 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 shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing suit or any other actual, threatened proceeding, formal or completed proceeding, informal, whether brought in the right name of the Company or otherwise and whether of a civil, criminal, criminal or 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 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 and/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 the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses can reimbursement is to be provided under this Agreement. View More

Proceeding. Shall include for the purposes of this Agreement, 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 civil, criminal, administrative or investigative (including actions, suits or proceedings brought by or in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, Corporation), in which Indemnitee was, is may be or will be may have been involved as a party or otherwise otherwise, by reason of the fact that Indemnitee is or was a director or officer of the Company, Corporation, by reason of any action taken by him or of any action inaction on his part while acting as such 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 as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, in each case or was a director and/or officer of the foreign or domestic corporation which was a predecessor corporation to the Corporation or of another enterprise at the request of such predecessor corporation, whether or not he is serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses reimbursement 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, investigative, in which Indemnitee was, is is, may be or will be involved as a party or otherwise otherwise, by reason of the fact... that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action inaction 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, 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, indemnification or advancement of expenses can be provided under this Agreement. Agreement; except one (i) initiated by an Indemnitee pursuant to Section 10 of this Agreement to enforce his right under this Agreement or (ii) pending on or before the Effective Date. View More

Proceeding. Shall include includes any threatened, pending or completed investigation, 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 otherwise, against Indemnitee, 6 and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which... Indemnitee was, is may be or will be may have been involved as a party or otherwise otherwise, by reason of the fact that Indemnitee Indemnitee, or a person of whom he or she is the legal representative, is or was a director director, officer, employee, agent 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 fiduciary of the Company, or by reason of the fact that he is or was serving serving, at the request of the Company Company, as a director, officer, employee or agent or fiduciary of any other entity, including, but not limited to, another corporation, partnership, joint venture, trust venture or trust, and including service with respect to employee benefit plans, or by reason of anything done or not done by Indemnitee in any such capacity, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, agent or fiduciary or in any other enterprise, in each case capacity while serving as a director, officer, employee, agent or fiduciary, and whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, indemnification or advancement of expenses reimbursement can be provided under this Agreement. View More