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 the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shall advance any and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such claim.
Indemnification and Advancement. You remain eligible to receive indemnification and advancement of legal fees pursuant to and to the fullest extent permitted by the Amended and Restated Bylaws of the Company (the “Bylaws”), as in effect on the date hereof; provided that you shall only be advanced and indemnified for Reasonable Legal Fees. Nothing in this Section 7 constitutes an admission of liability or wrongdoing of any kind by you, the Company, or any member of the Company Group.
The Company shall indemnify Indemnitee and hold Indemnitee harmless 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, from and against any and all Indemnifiable Liabilities.
Indemnification; Advancement of Expenses. The Observer shall be entitled to advancement of expenses and rights to indemnification from the Company, and the Company agrees to advance expenses to and indemnify the Observer, in each case to the same extent provided by the Company to its directors. The foregoing rights to indemnification and advancement of expenses constitute third-party rights contractually extended to the Observer by the Company and do not constitute rights to indemnification or advancement of expenses as a result of the Observer serving as a director, manager, officer, employee, or agent of the Company. The Company shall reimburse the Observer, on the same basis as directors of the Company, for all reasonable out-of-pocket expenses incurred by the Observer in connection with attendance at Board and Committee meetings or any other matter which Observer undertakes on behalf of the Company (“Expenses”) (it being understood that Observer shall be under no obligation to undertake any matter unless Observer expressly agrees thereto in his or her sole discretion). All reimbursements payable by the Company pursuant to this Section 8 shall be paid to the Observer in accordance with the Company’s policies and practices with respect to director expense reimbursement then in effect; provided, however, that any such reimbursement shall be paid to the Observer no later than comparable reimbursement is paid to the members of the Board. The Observer shall not be entitled to receive any other payment or remuneration hereunder or otherwise in connection with Observer’s involvement with the Board or the Committee.
Unfunded Arrangement. Each Participant and any beneficiary of such Participant are general unsecured creditors of the Bank for the payment of benefits under this Plan. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on a Participant’s life is a general asset of the Bank to which the Participant and the Participant’s beneficiary have no preferred or secured claim.
Consulting Arrangement. Beginning on January 1, 2014 and continuing through December 31, 2017 (the “Consulting Period”), you agree to provide consulting services as provided herein to AFG and any related organizations, including, without limitation, any and all subsidiaries and affiliates of [[Organization B:Organization]] and their officers and directors (collectively, the “Company”), making yourself available to answer questions and consult with the Company upon reasonable request. You further agree to use your best efforts to make yourself available at reasonable times and for reasonable periods of time thereafter if your cooperation is required or requested to assist the Company in connection with litigation or regulatory inquiries relating to matters arising while you were an officer of the Company. During the Consulting Period, you will be provided with office space, administrative assistance, parking, conference and dining services and equipment necessary to fulfill your responsibilities under this paragraph. In consideration of your willingness to provide these consulting services, you will be paid a consulting fee (“Consulting Fee”) of $350,000 per year, paid in equal quarterly installments of $87,500 on January 1, April 1, July 1 and October 1 during 2014, 2015, 2016 and 2017. As an independent consultant during the Consulting Period, you will bear responsibility for all applicable taxes, including without limitation, the federal self-employment tax and withholding for federal income taxes and Social Security.
2.01The Merger. At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporations Law (the “DGCL”) and the Nevada Revised Statutes (the “NRS”), Merger Sub shall be merged with and into BioSculpture, the separate corporate existence of Merger Sub shall cease, and BioSculpture shall continue as the surviving corporation and a wholly-owned subsidiary of SRSG. BioSculpture, following the Merger, is sometimes referred to herein as the
Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. Subject to Section 5.b) below, the maximum aggregate number of Shares authorized for issuance as Awards under the Plan shall not exceed 4,659,286 Shares, which is the sum of # 550,000 Shares approved at the Company’s 2020 annual meeting of stockholders, plus # 1,000,000 Shares approved at the Company’s 2021 annual meeting of stockholders, plus # 2,000,000 Shares approved at the Company’s 2022 annual meeting of stockholders, plus # 1,000,000 Shares approved at the Company’s 2023 annual meeting of stockholders, # the number of shares subject to the Predecessor Plan’s Available Reserve, plus # the number of shares that are Predecessor Plan Returning Shares, as such shares become available from time to time (the “Absolute Share Limit”). The number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 4,000,000 Shares plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 5.b). The limitations of this Section 5.a) shall be subject to adjustment pursuant to Section 11. The number of Shares that are subject to Options or other Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.
Basic Calculation. Subject to Section 3.5, Section 3.6, and Section 4.1, the short-term incentive compensation earned by each Participant during a Plan Year will equal the product of # such Participant’s target incentive amount, as determined in accordance with Section 3.2, # the Business Performance Factor established for such Participant, and # such Participant’s Individual Performance Multiplier.
Auto Borrow Arrangement. In order to facilitate the borrowing of Swing Line Loans, the Borrower and the Swing Line Lender may mutually agree to, and are hereby authorized to, enter into an auto borrow agreement in form and substance reasonably satisfactory to the Swing Line Lender, with notice to the Administrative Agent (the “Auto Borrow Agreement”) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in the Auto Borrow Agreement, subject to the conditions set forth herein. At any time an Auto Borrow Agreement is in effect, advances under the Auto Borrow Agreement shall be deemed Swing Line Loans that are SOFR Daily Floating Rate Loans for all purposes hereof, except that Borrowings of Swing Line Loans under the Auto Borrow Agreement shall be made in accordance with the terms of the Auto Borrow Agreement. For purposes of determining the Total Revolving Credit Outstandings at any time during which an Auto Borrow Agreement is in effect, the Outstanding Amount of all Swing Line Loans shall be deemed to be the sum of the Outstanding Amount of Swing Line Loans at such time plus the maximum amount available to be borrowed under such Auto Borrow Agreement at such time.
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