inspection, inquiry or investigation (including discovery), whether instituted by the Company, any governmental agency, or any other party (including, without limitation, any federal, state or other governmental entity) and whether made pursuant to federal, state or other law, that Indemnitee reasonably determines in good faith might lead to the institution of any such claim, audit, demand, complaint, hearing or other action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, including any arbitration or other alternative dispute resolution mechanism.
(d) Expenses shall mean any and all direct and indirect costs, losses, claims, damages, fees, expenses and liabilities, joint or several (including attorneys fees and all other costs, expenses and obligations incurred in connection with investigating, prosecuting, defending, being a witness in, or being made (or asked) to respond to discovery requests or other requests for information, or participating in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in, make or respond to discovery requests or other requests for information, or participate in (including on appeal), any claim, audit, demand, complaint, action, suit, proceeding, arbitration, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, interest, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld or delayed) actually and reasonably incurred, arising out of or resulting from any Claim relating to an Indemnifiable Event and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.
(e) Incumbent Directors shall mean (1) individuals who, as of the date hereof, constitute the Board of Directors of the Company, (2) any new director whose election by the Board of Directors of the Company or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors as of the date hereof or whose election or nomination for election was previously so approved and (3) any new director whose election was approved by any Person, including the heirs, assigns and successors thereof, that holds at least fifty percent (50%) of the combined voting power of the Companys outstanding Voting Securities as of the date of this Agreement.
(f) Indemnifiable Event shall mean an actual or asserted event or occurrence, whether occurring before, on, or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or is or was serving on behalf of the Company or at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust, or other entity or enterprise, or by reason of anything done or not done by Indemnitee in any such capacity (in all cases regardless of whether or not Indemnitee is acting or serving in any such capacity or has such status at the time any Expenses or liabilities are incurred for which indemnification, advancement or any other right can be provided by this Agreement). For purposes of this Agreement, the Company agrees that Indemnitees service on behalf of or with respect to any Subsidiary of the Company shall be deemed to be at the request of the Company.
(g) Person shall mean any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a trust or other entity. A Person, together with that Persons Affiliates and Associates (as those terms are defined in Rule 12b-2 under the Exchange Act), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate, or other group (whether or not formally