Proceeding

Proceeding. Shall mean any threatened, pending or completed action, claim, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, that (i) is associated with Indemnitees' actions as officers and/or directors of IAC relating to the approval of or consummation of the transactions contemplated by the Transaction Documents, absent fraud, bad faith, gross negligence or intentional... misconduct, including any action brought by or in the right of IAC or Puma, and (ii) is not initiated or brought by one or more of the Indemnitees. Transaction Documents shall collectively mean (1) that certain Agreement and Plan of Merger, dated September 29, 2011, by and among Puma, IAC and IAC Merger Corporation, (2) that certain Securities Purchase Agreement, expected to be entered into, by and among Puma, each person listed on Schedule I attached thereto (the Investors), and IAC, but only for purposes of assuming all of Puma's rights, duties and obligations pursuant to Section 11 thereof, and (3) that certain Registration Rights Agreement expected to be entered into by and among Puma, the Investors and IAC, but only for purposes of assuming all of Puma's rights, duties and obligations pursuant to Section 8 thereof. View More

Proceeding. Shall include any threatened, pending or completed action, suit, inquiry or proceeding, whether brought by or in the right of the MLP or the Company or any predecessor, subsidiary or affiliated company or otherwise and whether of a civil, criminal, administrative, arbitrative or investigative nature, in which Indemnitee is or will be involved as a party, as a witness or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the MLP or the Company, by reason of any... action taken by him or of any inaction on his part while acting as a director or officer or by reason of the fact that he is or was serving at the request of the MLP or the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other 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 or reimbursement can be provided under this Agreement; provided that any such action, suit or proceeding which is brought by Indemnitee against the MLP or the Company or any predecessor, subsidiary or affiliated company or directors or officers of the MLP or the Company or any predecessor, subsidiary or affiliated company, other than an action brought by Indemnitee to enforce his rights under this Agreement, shall not be deemed a Proceeding without prior approval by a majority of the Board of Directors of the Company. View More

Proceeding. Any action, suit, litigation, arbitration, lawsuit, claim, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding, and any informal proceeding), prosecution, contest, hearing, inquiry, audit, examination, investigation, challenge, controversy or dispute commenced, brought or conducted or through any governmental authority, including the courts, or any arbitrator

Proceeding. 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 (including intentional or unintentional tort claims), criminal, administrative or investigative nature, any appeal in any of the foregoing and any inquiry or investigation that could lead to an action, suit or... proceeding, except one initiated by Indemnitee pursuant Section 14 of this Agreement to enforce Indemnitee's rights under this Agreement. View More

Proceeding. Shall include any threatened, pending or completed claim, action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party and whether of a civil, criminal, administrative or investigative nature.

Proceeding. Means any threatened, pending, or completed action, suit, proceeding or appeal, whether civil, criminal, administrative, or investigative and whether formal or informal, including proceedings by or in the right of the Company.

Proceeding. 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 civil, criminal, administrative or investigative, 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 an officer or director of... the Company, by reason of any action taken by him or of any inaction on his part while acting as an officer or director 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, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other 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 can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an the Indemnitee pursuant to Section 6 of this Agreement to enforce his rights under this Agreement and any others prohibited hereunder. For purposes of clarification only, "Proceeding" shall include, without limitation, (i) the federal securities class action commenced against, among other persons, the Company, Yongke Xue and Xiaoqin Yan by plaintiff Paul Kubala, Individually and on Behalf of All Other Similarly Situated, in the United States District Court Southern District of New York on or about April 20, 2011, as amended (the "Kubala Proceeding"), and (ii) the federal class action commenced against, among other persons, the Company, each member of the Board of Directors and the Company's Chief Financial Officer, Spring Liu, by plaintiff Benjamin L. Padnos, Individually and on Behalf of All Other Similarly Situated, in the United States District Court Southern District of New York on or about June 20, 2011, as amended (the "Padons Proceeding"), and (iii) additional proceedings, if any, against the Corporation and/or its directors and officers based on allegations and claims similar to those made in the Kubala Proceeding and/or Padnos Proceeding. View More

Proceeding. Means any threatened, pending, or completed claim, suit or action, whether civil, criminal, administrative, investigative or otherwise.

Proceeding. Includes any threatened, pending or completed inquiry, action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to paragraph 12(a) to enforce the Indemnitee's rights under this Agreement.

Proceeding. Is any suit, action, arbitration, audit, investigation or other proceeding before or by any court, magistrate, arbitration panel or other tribunal, or any governmental agency, authority or instrumentality of competent jurisdiction