BEFORE ANY SUCH ARBITRATOR THAT THE CORPORATION IS BOUND BY ALL
THE PROVISIONS OF THIS ARTICLE VI.
(D)
THE CORPORATION SHALL INDEMNIFY THE
INDEMNITEE AGAINST, AND THE INDEMNITEE SHALL BE ENTITLED TO RECOVER FROM THE
CORPORATION, ANY EXPENSES ACTUALLY AND REASONABLY INCURRED IN CONNECTION WITH
ANY JUDICIAL ADJUDICATION, JUDICIAL ENFORCEMENT OR ARBITRATION COMMENCED
PURSUANT TO THIS SECTION 6.05 OF THESE BY-LAWS TO ENFORCE HIS OR HER RIGHTS
UNDER, OR TO RECOVER DAMAGES FOR BREACH OF, THIS ARTICLE VI.
SECTION 6.05.
DEFINITIONS.
FOR PURPOSES OF THIS
ARTICLE VI:
(A)
"CORPORATION" SHALL INCLUDE, IN ADDITION TO
THE RESULTING CORPORATION, ANY CONSTITUENT CORPORATION (INCLUDING ANY
CONSTITUENT OF A CONSTITUENT) ABSORBED IN A CONSOLIDATION OR MERGER THAT, IF ITS
SEPARATE EXISTENCE HAD CONTINUED, WOULD HAVE HAD POWER AND AUTHORITY TO
INDEMNIFY ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SO THAT ANY PERSON WHO
IS OR WAS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF SUCH CONSTITUENT
CORPORATION, OR IS OR WAS SERVING AT THE REQUEST OF SUCH CONSTITUENT CORPORATION
AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP,
JOINT VENTURE, TRUST OR OTHER ENTERPRISE, SHALL STAND IN THE SAME POSITION UNDER
THE PROVISIONS OF THIS ARTICLE VI WITH RESPECT TO THE RESULTING OR SURVIVING
CORPORATION AS SUCH PERSON WOULD HAVE WITH RESPECT TO SUCH CONSTITUENT
CORPORATION IF ITS SEPARATE EXISTENCE HAD CONTINUED.
(B)
"DISINTERESTED DIRECTOR" MEANS A DIRECTOR OF
THE CORPORATION WHO IS NOT OR WAS NOT A PARTY TO THE PROCEEDING IN RESPECT OF
WHICH INDEMNIFICATION IS SOUGHT BY THE INDEMNITEE.
(C)
ACTIONS "IN OR AT LEAST NOT OPPOSED TO THE
BEST INTERESTS OF THE CORPORATION" SHALL INCLUDE, WITHOUT LIMITATION, ACTIONS
TAKEN IN GOOD FAITH AND IN A MANNER THE INDEMNITEE REASONABLY BELIEVED TO BE IN
OR NOT OPPOSED TO THE BEST INTERESTS OF THE PARTICIPANTS AND BENEFICIARIES OF AN
EMPLOYEE BENEFIT PLAN.
SECTION 6.06.
INSURANCE.
THE CORPORATION SHALL
PURCHASE AND MAINTAIN INSURANCE ON BEHALF OF ANY PERSON WHO IS OR WAS A DIRECTOR
OR OFFICER OF THE CORPORATION, OR WHO WHILE A DIRECTOR OR OFFICER IS OR WAS
SERVING AT THE REQUEST OF THE CORPORATION AS A DIRECTOR, OFFICER, EMPLOYEE,
TRUSTEE OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST OR
OTHER ENTERPRISE ("D&O INSURANCE"), AGAINST ANY LIABILITY ASSERTED AGAINST THE
PERSON AND INCURRED BY THE PERSON IN ANY SUCH CAPACITY, OR ARISING OUT OF HIS OR
HER STATUS AS SUCH, WHETHER OR NOT THE CORPORATION WOULD HAVE THE POWER OR THE
OBLIGATION TO INDEMNIFY SUCH PERSON AGAINST SUCH LIABILITY UNDER THE PROVISIONS
OF THIS ARTICLE VI.
NOTWITHSTANDING THE FOREGOING, THE CORPORATION SHALL HAVE
NO OBLIGATION TO OBTAIN OR MAINTAIN D&O INSURANCE IF THE CORPORATION DETERMINES
IN GOOD FAITH THAT SUCH INSURANCE IS NOT REASONABLY AVAILABLE, THE PREMIUM COSTS
FOR SUCH INSURANCE ARE MATERIALLY DISPROPORTIONATE TO THE AMOUNT OF COVERAGE
PROVIDED, THE COVERAGE PROVIDED BY SUCH INSURANCE IS LIMITED BY EXCLUSIONS SO AS
TO PROVIDE A MATERIALLY INSUFFICIENT BENEFIT, OR SUCH PERSON IS COVERED BY
SUBSTANTIALLY SIMILAR INSURANCE MAINTAINED BY A SUBSIDIARY OF THE CORPORATION OR
BY ANOTHER PERSON PURSUANT TO A