NVIDIA 2006 Annual Report Download - page 126

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(e) Non−Exclusivity of Rights. The rights conferred on any person by this Section 46 shall not be exclusive of any
other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation,
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or
all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the
DGCL, or by any other applicable law.
(f) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has
ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
(g) Insurance. To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon
approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant
to this Section 46.
(h) Amendments. Any amendment, alteration or repeal of this Section 46 that adversely affects any right of an
indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding
involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
(i) Saving Clause. If this Section 46 or any portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not
prohibited by any applicable portion of this Section 46 that shall not have been invalidated, or by any other applicable law. If this
Section 46 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall
indemnify each director and executive officer to the full extent under any other applicable law.
(j) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:
(1) The term “proceeding” shall be broadly construed and shall include, without limitation, the
investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
(2) The term “expenses” shall be broadly construed and shall include, without limitation, court costs,
attorneys' fees, witness fees, fines, amounts paid in settlement or judgment, interest assessments and any other costs and expenses of
any nature or kind incurred in connection with any proceeding.
(3) The term the “corporation” shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section 46 with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had continued.
(4) References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation
shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director,
executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.
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