Common use of Directors and Executive Officers Clause in Contracts

Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.), Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.), Business Combination Agreement (Freedom Acquisition I Corp.)

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Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL Delaware General Corporation Law or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Hyperion Therapeutics Inc), Agreement and Plan of Merger (Hyperion Therapeutics Inc)

Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx1934 Act) to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

Appears in 2 contracts

Samples: Trinet Group Inc, Trinet Group Inc

Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, "executive officers" shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the fullest extent not prohibited by the DGCL Delaware General Corporation Law or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).Delaware General Corporation Law or

Appears in 1 contract

Samples: Proposed Merger Agreement

Directors and Executive Officers. The corporation Corporation shall indemnify its directors and its executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined ascribed in Rule 3b-7 promulgated under the 0000 1000 Xxx) to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation Corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation Corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporationCorporation, (iii) such indemnification is provided by the corporationCorporation, in its sole discretion, pursuant to the powers vested in the corporation Corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d)) of this Section 46.

Appears in 1 contract

Samples: Business Combination Agreement (McAp Acquisition Corp)

Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx1934 Act) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

Appears in 1 contract

Samples: Letter Agreement (BioPlus Acquisition Corp.)

Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 XxxSecurities Act of 1934, as amended, and the rules and regulations thereunder) to the extent not prohibited by the DGCL Delaware General Corporation Law (“DGCL”) or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d)Section 7.4.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CinCor Pharma, Inc.)

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Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx1934 Act) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporationDirectors, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d)) of this Section 45.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forest Road Acquisition Corp. II)

Directors and Executive Officers. The corporation Corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation Corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation Corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board board of Directors directors of the corporationCorporation, (iii) such indemnification is provided by the corporationCorporation, in its sole discretion, pursuant to the powers vested in the corporation Corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d)Section 4 below.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)

Directors and Executive Officers. The corporation shall indemnify its current and former directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (RedBall Acquisition Corp.)

Directors and Executive Officers. The corporation Corporation shall indemnify its directors Directors and executive officers (for the purposes of this Article XIARTICLE VII, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 XxxExchange Act) to the extent not prohibited by the DGCL General Corporation Law or any other applicable law; provided, however, that the corporation Corporation may modify the extent of such indemnification by individual contracts with its directors Directors and executive officers; and, provided, further, that the corporation Corporation shall not be required to indemnify any director Director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (ia) such indemnification is expressly required to be made by applicable law, (iib) the proceeding was authorized by the Board of Directors of the corporationBoard, (iiic) such indemnification is provided by the corporationCorporation, in its sole discretion, pursuant to the powers vested in the corporation Corporation under the DGCL General Corporation Law or any other applicable law or (ivd) such indemnification is required to be made under subsection (d)Section 7.4.

Appears in 1 contract

Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)

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