(j) Definitions. The following terms shall have the respective meanings indicated when used in this
Section 19:
(i) Affiliate of any person means any corporation, firm, association, or entity that, directly or indirectly,
controls, is controlled by, or is under common control with, such person. For purposes of this definition, control means the power to direct or cause the direction of the management and policies of such person, whether through the
ownership of voting securities, by contract or otherwise.
(ii) Officer means (i) any member of the Executive Committee of the
Company from time to time, (ii) any person identified in the Companys filings with the SEC as an executive officer pursuant to Rule 3b-7 under the Exchange Act, and (iii) any chair
or vice chair, chief executive officer, chief financial officer, treasurer, president, vice-president (including any such designated as executive or senior vice presidents), chief operating officer, chief administrative
officer, controller, general counsel, secretary, assistant secretary or assistant treasurer of the Company.
(iii) Proceeding means any
threatened, asserted, pending or completed claim, action, suit, investigation (including any internal investigation), inquiry, hearing, mediation, arbitration, other alternative dispute mechanism or any other proceeding, whether civil, criminal,
administrative, regulatory, arbitrative, legislative, investigative or otherwise and whether formal or informal, or any appeal of any kind therefrom, including an action initiated by the indemnified person to enforce the indemnified persons
rights to indemnification or advancement of expenses under any provision of the Articles of Incorporation, these By-laws, the FBCA or other applicable law, and whether instituted by or in the right of the
Company, a governmental agency, the Board of Directors, any authorized committee thereof, a class of the Companys security holders or any other party, and whether made pursuant to federal, state or other law, or any inquiry, hearing or
investigation (including any internal investigation), whether formal or informal, whether instituted by or in the right of the Company, a governmental agency, the Board of Directors, any committee thereof, a class of the Companys security
holders, or any other party that the indemnified person believes might lead to the institution of any such proceeding.
(iv) Final
Adjudication means a final judicial decision by a court of competent jurisdiction from which there is no further right of appeal.
(v)
Undertaking means an undertaking in writing, by or on behalf of an indemnified person, to repay all amounts advanced if it shall ultimately be determined by a Final Adjudication that such indemnified person is not entitled to be
indemnified under this Section 19.
(k) This Section 19 shall supersede any conflicting provisions contained in the corporate governance
documents of any Affiliate of the Company.
Chapter 607 of the General Statutes of the State of Florida permits a corporation to indemnify its officers
and directors against certain liabilities and provides for the conditions thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company undertakes, unless in the opinion of its counsel the
matter has been settled by controlling precedent, to submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and agrees to be governed by the final
adjudication of such issue.
Indemnification by Underwriters. In addition, certain sections of the forms of underwriting or distribution agreements
filed as exhibits to this registration statement provide for indemnification of the Company and its directors and officers by the underwriters or agents against certain liabilities, including certain liabilities under
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