E. If a determination shall have been made pursuant to paragraph
(B) of this Article IX that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (D) of this Article IX.
F. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph
(D) of this Article IX that the procedures and presumptions of this Article IX are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article IX.
G. All of the rights conferred in this Article IX, as to indemnification, advancement of expenses and otherwise, shall
be contract rights between the Corporation and each indemnitee to whom such rights are extended that vest at the commencement of such indemnitees service to or at the request of the Corporation and (x) any amendment or modification of
this Article IX that in any way diminishes or adversely affects any such rights shall be prospective only and shall not in any way diminish or adversely affect any such rights with respect to such person, and (y) all of such rights shall
continue as to any such indemnitee who has ceased to be a director or officer of the Corporation or ceased to serve at the Corporations request as a director, officer, trustee, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, as described herein, and shall inure to the benefit of such indemnitees heirs, executors and administrators.
H. All of the rights conferred in this Article IX, as to indemnification, advancement of expenses and otherwise , (i) shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, the Bylaws By-laws of the Corporation, agreement, vote of stockholders or Disinterested Directors or otherwise , both as to action in such persons official capacity and as to action in another capacity while holding such office
, and (ii) cannot be terminated or impaired
by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a persons service prior to the date of such termination.
I. The Corporation may maintain insurance, at its expense, to protect itself and any current or former director,
officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director or officer, and each such agent or employee to which rights to
indemnification have been granted as provided in paragraph (J) of this Article IX, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such current or former
director, officer, employee or agent.
J. The Corporation may, to the extent authorized from time to time by the
Board of Directors or the Chief Executive Officer, grant rights to indemnification, and rights to advancement of expenses incurred in connection with any proceeding in advance of its final disposition, to any current or former employee or agent of
the Corporation to the fullest extent of the provisions of this Article IX with respect to the indemnification and advancement of expenses of current or former directors and officers of the Corporation.
K. If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph of this Article IX containing any such provision held to be invalid,
illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article IX (including, without
limitation, each such portion of any paragraph of this Article IX containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.