Common use of Director and Officer Indemnification Clause in Contracts

Director and Officer Indemnification. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall, with respect to indemnification of officers, directors, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Certificate of Incorporation or Bylaws of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby), unless such modification is required by law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (Soundview Technology Group Inc)

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Director and Officer Indemnification. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall, with respect to indemnification of officers, directors, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Certificate of Incorporation or Bylaws of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby), unless such modification is required by law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Palmsource Inc)

Director and Officer Indemnification. (a) The Certificate provisions of Incorporation the certificate of incorporation and Bylaws by-laws of the Surviving Corporation shall, with respect relating to indemnification of officers, directors, employees and agents, shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of 29 the persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Certificate of Incorporation or Bylaws By-Laws of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby), unless such modification is required by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Planetout Inc)

Director and Officer Indemnification. (a) The Certificate provisions of Incorporation the certificate of incorporation and Bylaws by-laws of the Surviving Corporation shall, with respect relating to indemnification of officers, directors, employees and agents, shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Certificate of Incorporation or Bylaws By-Laws of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby), unless such modification is required by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kushi Resources Inc)

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Director and Officer Indemnification. (a) The Certificate articles of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation shall, with respect to indemnification of officers, directors, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were identified eligible as prospective indemnitees under the Certificate articles of Incorporation incorporation or Bylaws bylaws of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby), unless such modification is required by law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dole Food Company Inc)

Director and Officer Indemnification. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall, with respect to indemnification of officers, directors, employees and agents, not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Certificate of Incorporation or Bylaws of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby), unless such modification is required by lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E Loan Inc)

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