DEFINED IN THE PRECEDING CLAUSE) OR BY
THE COMPANY AND ANY ONE OR MORE OF ITS SUBSIDIARIES.
(L)
VOTING SECURITIES:
MEANS ANY SECURITIES OF THE COMPANY WHICH
VOTE GENERALLY IN THE ELECTION OF DIRECTORS.
2.
BASIC INDEMNIFICATION ARRANGEMENT; ADVANCEMENT OF EXPENSES.
(A)
IN THE EVENT INDEMNITEE WAS, IS OR BECOMES A PARTY TO OR WITNESS
OR OTHER PARTICIPANT IN, OR IS THREATENED TO BE MADE A PARTY TO OR WITNESS OR
OTHER PARTICIPANT IN, A CLAIM BY REASON OF (OR ARISING IN PART OUT OF) AN
INDEMNIFIABLE EVENT, THE COMPANY SHALL INDEMNIFY INDEMNITEE TO THE FULLEST
EXTENT PERMITTED BY LAW AS SOON AS PRACTICABLE BUT IN ANY EVENT NO LATER THAN
THIRTY (30) DAYS AFTER WRITTEN DEMAND IS PRESENTED TO THE COMPANY, AGAINST ANY
AND ALL INDEMNIFIABLE AMOUNTS.
(B)
IF SO REQUESTED BY INDEMNITEE, THE COMPANY SHALL ADVANCE (WITHIN
TWO BUSINESS DAYS OF SUCH REQUEST) ANY AND ALL EXPENSES INCURRED BY INDEMNITEE
(AN "EXPENSE ADVANCE").
THE COMPANY SHALL, IN ACCORDANCE WITH SUCH REQUEST (BUT
WITHOUT DUPLICATION), EITHER (I) PAY SUCH EXPENSES ON BEHALF OF INDEMNITEE, OR
(II) REIMBURSE INDEMNITEE FOR SUCH EXPENSES.
INDEMNITEE'S RIGHT TO AN EXPENSE
ADVANCE IS ABSOLUTE AND SHALL NOT BE SUBJECT TO ANY PRIOR DETERMINATION BY THE
REVIEWING PARTY THAT INDEMNITEE HAS SATISFIED ANY APPLICABLE STANDARD OF CONDUCT
FOR INDEMNIFICATION.
(C)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
INDEMNITEE SHALL NOT BE ENTITLED TO INDEMNIFICATION OR ANY EXPENSE ADVANCES
PURSUANT TO THIS AGREEMENT (I) IN CONNECTION WITH ANY CLAIM INITIATED BY
INDEMNITEE AGAINST THE COMPANY OR ANY DIRECTOR OR OFFICER OF THE COMPANY UNLESS
(X) THE COMPANY HAS JOINED IN OR THE BOARD HAS AUTHORIZED OR CONSENTED TO THE
INITIATION OF SUCH CLAIM OR (Y) THE CLAIM IS ONE TO ENFORCE INDEMNITEE'S RIGHTS
UNDER THIS AGREEMENT OR (II) ON ACCOUNT OF ANY SUIT IN WHICH JUDGMENT IS
RENDERED AGAINST INDEMNITEE PURSUANT TO SECTION 16(B) OF THE EXCHANGE ACT FOR AN
ACCOUNTING OF PROFITS MADE FROM THE PURCHASE OR SALE BY THE INDEMNITEE OF
SECURITIES OF THE COMPANY.
(D)
NOTWITHSTANDING THE FOREGOING, (I) THE INDEMNIFICATION OBLIGATIONS
OF THE COMPANY UNDER SECTION 2(A) SHALL BE SUBJECT TO THE CONDITION THAT THE
REVIEWING PARTY SHALL NOT HAVE DETERMINED (IN A WRITTEN OPINION, IN ANY CASE IN
WHICH THE INDEPENDENT LEGAL COUNSEL REFERRED TO IN SECTION 3 HEREOF IS INVOLVED)
THAT INDEMNITEE WOULD NOT BE PERMITTED TO BE INDEMNIFIED UNDER APPLICABLE LAW,
AND (II) THE OBLIGATION OF THE COMPANY TO MAKE AN EXPENSE ADVANCE PURSUANT TO
SECTION 2(B) SHALL BE SUBJECT TO THE CONDITION THAT, IF, WHEN AND TO THE EXTENT
THAT THE REVIEWING PARTY DETERMINES THAT INDEMNITEE WOULD NOT BE PERMITTED TO BE
SO INDEMNIFIED UNDER APPLICABLE LAW, THE COMPANY SHALL BE ENTITLED TO BE
REIMBURSED BY INDEMNITEE (WHO HEREBY AGREES TO REIMBURSE THE COMPANY) FOR ALL
SUCH AMOUNTS THERETOFORE PAID (IT BEING UNDERSTOOD AND AGREED THAT THE FOREGOING
AGREEMENT BY INDEMNITEE SHALL BE DEEMED TO SATISFY ANY REQUIREMENT THAT
INDEMNITEE PROVIDE THE COMPANY WITH AN UNDERTAKING TO REPAY ANY EXPENSE ADVANCE
IF IT IS ULTIMATELY DETERMINED THAT