Director and Officer Liability. (a) Holding, Acquiror and the Surviving Corporation agree that the Surviving Corporation shall adopt on or prior to the Effective Time, in its certificate of incorporation and by-laws, the same indemnification, limitation of or exculpation from liability and expense advancement provisions as those set forth in the Company's certificate of incorporation and by-laws, in each case as of the date of this Agreement, and that such provisions shall not be amended, repealed, revoked or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of the individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company or the Company Subsidiaries or are otherwise entitled to the benefit of such provisions, unless such modification is required after the Effective Time by applicable Law.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Services Inc), Agreement and Plan of Merger (White W Brett), Agreement and Plan of Merger (Wardlaw William M)
Director and Officer Liability. (a) Holding, Parent, Acquiror and the Surviving Corporation agree that the Surviving Corporation shall adopt on or prior to the Effective Time, in its certificate of incorporation and by-laws, the same indemnification, limitation of or exculpation from liability and expense advancement provisions as those set forth in the Company's ’s certificate of incorporation and by-laws, in each case as of the date of this Agreement, and that such provisions shall not be amended, repealed, revoked or otherwise modified for a period of six (6) years and one (1) month after the Effective Time in any manner that would adversely affect the rights thereunder of the individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company or the any Company Subsidiaries Subsidiary or are otherwise entitled to the benefit of such provisions, unless such modification is required after the Effective Time by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Corporate Facilities Management Inc), Agreement and Plan of Merger (Cbre Holding Inc)
Director and Officer Liability. (a) HoldingParent, Acquiror and the Surviving Corporation agree that the Surviving Corporation shall adopt on or prior to the Effective Time, in its certificate of incorporation and by-laws, the same indemnification, limitation of or exculpation from liability and expense advancement provisions as those set forth in the Company's ’s certificate of incorporation and by-laws, in each case as of the date of this Agreement, and that such provisions shall not be amended, repealed, revoked or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of the individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company or the any Company Subsidiaries Subsidiary or are otherwise entitled to the benefit of such provisions, unless such modification is required after the Effective Time by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Group Inc), Agreement and Plan of Merger (Trammell Crow Co)
Director and Officer Liability. (a) Holding, Acquiror and the Surviving Corporation agree that the Surviving Corporation shall adopt on or prior to the Effective Time, in its The certificate of incorporation and by-lawsthe bylaws of the Surviving Corporation will contain the provisions with respect to exculpation from liability and indemnification set forth in the certificate of incorporation and bylaws of the Company as of the date hereof, the same indemnification, limitation of which provisions (along with all provisions regarding indemnification or exculpation from liability and expense advancement provisions as those set forth contained in the governing documents of any of the Company's certificate of incorporation and by-laws, Subsidiaries or in each case as any agreements or commitments of the date Company or any of this Agreement, and that such provisions its Subsidiaries) shall not be amended, repealed, revoked or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of the individuals who on or prior to at the Effective Time were present or former directors, officers, employees employees, or agents of the Company or the Company Subsidiaries or are otherwise entitled to the benefit of such provisionsCompany, unless such modification is required after the Effective Time by applicable Lawlaw.
Appears in 1 contract
