the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;
(iv) Liquidation. The approval by the stockholders of the Company of a dissolution and complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Companys assets (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A under Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
(d) Corporate Status shall mean the status of an individual who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of [Topco Parent,] the Company or any other Enterprise which such individual is or was serving at the request of the Company.
(e) Delaware Court shall mean the Court of Chancery of the State of Delaware.
(f) Disinterested Director shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(g) Enterprise shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly-owned Subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, employee or agent or fiduciary.
(h) Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
(i) Expenses shall include all reasonable direct and indirect costs, fees and expenses of any type or nature whatsoever, including all attorneys fees and costs, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, any excise taxes and penalties (including, without limitation, those arising from or relating to Employee Retirement Income Security Act of 1974 (ERISA)), and all other disbursements, obligations or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise