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directors or shareholders, obligate itself in advance of the act or | omission giving rise to a proceeding to provide indemnification in | accordance with section 852 or advance funds to pay for or | reimburse expenses in accordance with section 854. Any such Such an | obligatory provision is deemed to satisfy the requirements for | authorization referred to in sections 854, subsection 3 and 856, | subsection 3. Any such provision that obligates the corporation to | provide indemnification to the fullest extent permitted by law is | deemed to obligate the corporation to advance funds to pay for or | reimburse expenses in accordance with section 854 to the fullest | extent permitted by law, unless the provision specifically provides | otherwise. |
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| | 2. Predecessors. Any A provision pursuant to subsection 1 | may not obligate the corporation to indemnify or advance expenses | to a director of a predecessor of the corporation pertaining to | conduct with respect to the predecessor unless otherwise | specifically provided. Any A provision for indemnification or an | advance for expenses in the corporation's articles of | incorporation or bylaws or a resolution of the corporation's | board of directors or shareholders of a predecessor of the | corporation in a merger or in a contract to which the predecessor | is a party, existing at the time the merger takes effect, is | governed by section 1107, subsection 1, paragraph D. |
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| | 3. Limits. A corporation may, by a provision in its articles | of incorporation, limit any of the rights to indemnification or | an advance for expenses created by or pursuant to this | subchapter. |
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| | 4. Witness expenses. This subchapter does not limit a | corporation's power to pay or reimburse expenses incurred by a | director or an officer in connection with the director's or | officer's appearance as a witness in a proceeding at a time when | the director or officer is not a party to the proceeding. |
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| | 5. Insurance. This subchapter does not limit a corporation's | power to indemnify, advance expenses to or provide or maintain | insurance on behalf of an employee or agent. |
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| | Sec. B-69. 13-C MRSA §874, sub-§2, as enacted by PL 2001, c. 640, Pt. | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | 2. Qualified shares. For purposes of this section, | "qualified shares" means any shares entitled to vote with respect | to the director's conflicting-interest transaction except shares | that, to the knowledge, before the vote, of the clerk, the | secretary or other officer or agent of the corporation authorized | to tabulate votes, are beneficially owned or the voting of which | is | controlled by a director who has a conflicting interest |
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