Extract to table

" While the first clause of this provision establishes a mandatory advancement obligation, the proviso at the end of the quoted language introduces a critical procedural condition: the Board of Directors (or a Board-designated committee) must make a determination that the requested advancement is not prohibited by applicable law before the Company is obligated to disburse funds

Moreover, the provision does not specify a time frame within which the Board must complete its determination

Third, we recommend that the revised advancement clause include a provision expressly stating that the failure of the Company to advance expenses within the specified 30-day period shall be deemed a refusal to indemnify for purposes of any Side-A DIC policy maintained by the Company

Third, regardless of which approach is adopted, the revised definition should include a provision stating that the enumeration of specific categories of covered matters is not intended to limit the generality of the definition and that the definition shall be construed as broadly as possible consistent with applicable law