Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Avanir Pharmaceuticals, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Directors’ and Officers’ Indemnification and Insurance. (a) The From and after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Appointment Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3PAR Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, exculpation of liability and/or advancement of expenses in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws formation (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation from liability and advancement of expenses expense provisions contained set forth in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowOrder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Directors’ and Officers’ Indemnification and Insurance. (a) Buyer and Acquisition Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its subsidiaries (other than CPEX) as provided in their respective articles of association, certificates of incorporation or bylaws (or comparable organization documents) or agreements shall survive the Merger and shall continue in full force and effect. The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent and Buyer shall cause the Surviving Corporation to) indemnify, defend and its Subsidiaries hold harmless, and advance expenses to Indemnitees with respect to all acts or omissions by them in their capacities as of such at any time prior to the Effective Time to) honor and fulfill in all respects Time, to the obligations of the Company and its Subsidiaries under fullest extent required by: (i) the indemnification agreements between Company Certificate or Company By-Laws and the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer organizational documents of the Company or any of its Subsidiaries prior to the Effective Time Company’s subsidiaries (the “Indemnified Persons”other than CPEX), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries each as in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time ; and ending on the sixth (6thii) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) any indemnification agreements of the Company or its subsidiaries (other than CPEX) as in effect on the date of this Agreement, copies of which have been made available to Buyer. For the avoidance of doubt, nothing in this Section 6.7(a) shall affect the rights of any employee of CPEX existing pursuant to (i) the Company Certificate or Company By-Laws and its Subsidiaries as the organizational documents of the Company’s subsidiaries (other than CPEX), each as in effect on the date hereof, of this Agreement; and during such six (6ii) year period, such provisions shall not be repealed, amended any indemnification agreements of the Company or otherwise modified its subsidiaries (other than CPEX) as in any manner except as required by applicable Law or as provided beloweffect on the date of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Bentley Pharmaceuticals Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation indemnification, advancement and exculpation provisions of certain indemnification agreements by and among the Company and its Subsidiaries directors and certain executive officers, as of in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights of the indemnified parties thereunder. The Surviving Company and its Subsidiaries shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), a true and (ii) indemnificationcomplete copy of such agreements entered into prior to the date of this Agreement has been provided by the Company to Parent prior to the date hereof. The Articles of Association will contain provisions with respect to exculpation and indemnification that are at least as favorable to the directors, expense advancement and exculpation provisions in any certificate of incorporate officers or bylaws or comparable organizational document employees of the Company or any as those contained in the memorandum and articles of its Subsidiaries association of the Company as in effect on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of this Agreement. In addition, during the period commencing at six years from the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by applicable Law or as provided belowLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cnshangquan E-Commerce Co., Ltd.), Agreement and Plan of Merger (ChinaEquity USD Fund I L.P.), Agreement and Plan of Merger (Mecox Lane LTD)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries and (x) any of their respective current or former directors and officers as of the date of this Agreement pursuant to the terms of such agreements as in effect as of the date hereof, and (y) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Integrated Silicon Solution Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter (as such indemnification agreements may be amended prior to the Closing Date solely in accordance with the terms listed in Section 6.1(a) of the Company Disclosure Letter) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth seventh (6th7th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (Lumenis LTD)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and and/or bylaws (and and/or other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endo International PLC), Agreement and Plan of Merger (Biospecifics Technologies Corp)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum of association or articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates memorandum of incorporation association and bylaws articles of association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum of incorporation association and bylaws articles of association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NewQuest Asia Fund I, L.P.), Agreement and Plan of Merger (China Hydroelectric Corp)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements (in substantially the form made available to Parent prior to the date of this Agreement) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers or officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Raptor Pharmaceutical Corp)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements set forth on Section 6.7(a) of the Company Disclosure Letter, in each case, true, accurate and complete copies of which have been made available to Parent and as in effect on the date of this Agreement, between (A) the Company or any of its Subsidiaries and (B) any of their respective current or former directors and officers and or any person Person serving or who becomes served as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust, pension, employee benefit plan or other enterprise at the request of the Company or any of its Subsidiaries Subsidiaries, in each case, prior to the Effective Time (collectively, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document (and any other governing documents), as applicable, of the Company or any of its applicable Subsidiaries in effect on as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and any other similar organizational governing documents) ), as applicable, of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable favorable, in the aggregate, than the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws (or and any other similar organizational governing documents) ), as applicable, of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner materially adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements set forth in Section 6.11 of the Company Disclosure Letter, and as in effect on the date of this Agreement, between the Company or any of its Subsidiaries and (A) any of their respective current or former directors and officers as of the date of this Agreement pursuant to the terms of such agreements as in effect on the date hereof and (B) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors and officers that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document Constitutional Documents of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (Cohu Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements (A) listed in Section 7.9(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and (B) between the Company or any of its Subsidiaries and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time to the extent permitted pursuant to the terms of this Agreement (provided that any such indemnification agreement entered into with any person who becomes a director or officer of the Company or any of its Subsidiaries following the date of this Agreement in accordance with the terms of this Agreement shall be in substantially the same form as the indemnification agreements listed in Section 7.9(a) of the Company Disclosure Letter) (the “Indemnified Persons”), and (ii) the indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person except as required by applicable Law or as provided below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Acceptance Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.), Agreement and Plan of Merger (Astex Pharmaceuticals, Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case to the fullest extent permitted under applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Effective Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year seven‑year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mazor Robotics Ltd.), Agreement and Plan of Merger
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, exculpation of liability and/or advancement of expenses in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation from liability and advancement of expenses expense provisions contained set forth in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowOrder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Ramtron International Corp)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements in effect on the date of this Agreement between (A) the Company or any of Company, its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries and (B) the Company, its Subsidiaries or any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, trustee or fiduciary of any of the foregoing at the request of the Company or any of its Subsidiaries, in each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation, bylaws or comparable organizational any other similar governing document of the Company or any of and its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as certificate of the Effective Time to) cause the certificates of incorporation and incorporation, bylaws (and other similar organizational documents) governing documents of the Surviving Corporation and its the Company’s Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable to the Indemnified Persons than the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation incorporation, bylaws and bylaws (or other similar organizational documents) governing documents of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and LKQ and Parent shall cause the Surviving Corporation and its their Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any in favor of its Subsidiaries and any of their respective current or former directors and officers and any each person who is now, or has been at any time prior to the date hereof or who becomes a prior to the Effective Time an officer or director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) under indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and LKQ and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement, and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and (along with any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (Time, the “Indemnified Persons”“), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws by-laws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws by-laws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, exculpation of liability and/or advancement of expenses in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws formation (and other similar organizational documents) of the Final Surviving Corporation Entity and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation from liability and advancement of expenses expense provisions contained set forth in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowOrder.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) Parent and Acquisition Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers and employees, if any (the foregoing persons, the “D&O Indemnified Parties”), as the case may be, of the Company or its Subsidiaries as provided in their respective organizational documents as in effect on the date of this Agreement or in any Contract shall survive the Merger and shall continue in full force and effect. The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor indemnify, defend and fulfill hold harmless, and advance expenses to D&O Indemnified Parties with respect to all acts or omissions by them in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or their capacities as such at any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries time prior to the Effective Time (including any matters arising in connection with this Agreement or the “Indemnified Persons”transactions contemplated by this Agreement), to the fullest extent that the Company or its Subsidiaries would be permitted by applicable Law and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable to the fullest extent required by the organizational document documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as certificate of the Effective Time to) cause the certificates of incorporation and incorporation, bylaws (and or other similar organizational documents) documents of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to exculpation, indemnification, exculpation and the advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnified Parties than the indemnification, exculpation and advancement of expenses provisions contained those set forth in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company Company’s and its Subsidiaries Subsidiaries’ organizational documents as of the date hereofof this Agreement, and during such which provisions thereafter shall not, for a period of six (6) year periodyears from the Effective Time, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner except as required by applicable Law or as provided belowthat would adversely affect the rights thereunder of the D&O Indemnified Parties.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all: (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Acceptance Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any a manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as shall (and Parent, to the extent of any value it or any of its other Subsidiaries receives from the Surviving Corporation or any of its Subsidiaries from and after the Effective Time shall (andTime, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Appointment Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (BigBand Networks, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement (the “Organizational Documents”) and (ii) all indemnification agreements (the “Indemnification Agreements”) in effect as of the date of this Agreement (all of which are deemed Material Contracts) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”). During such six (6) year period, and (ii) indemnificationsuch Indemnification Agreements shall not be amended, expense advancement and exculpation provisions repealed or otherwise modified in any certificate of incorporate or bylaws or comparable organizational document manner that would adversely affect the rights of the Company or any of its Subsidiaries in effect on Indemnified Parties thereunder except as permitted by the date of this Agreementterms thereof. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, and except as prohibited by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates memorandum and articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum and articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnified Parties thereunder except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global-Tech Advanced Innovations Inc.)
Directors’ and Officers’ Indemnification and Insurance. (aj) The Surviving Corporation Parent and its Subsidiaries as Merger Sub agree that all rights to indemnification, exculpation or advancement of expenses now existing in favor of, and all limitations on the Effective Time shall (and, Parent shall cause the Surviving Corporation personal Liability of each present and its Subsidiaries as of the Effective Time to) honor former director and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any provided for in the Company’s Charter Documents in effect as of its Subsidiaries prior to the Effective Time date hereof (the “Indemnified PersonsFiduciary Indemnitees”), shall continue to be honored and (ii) indemnificationin full force and effect, expense advancement and exculpation provisions in any certificate of incorporate with respect to claims arising from acts, omissions, facts or bylaws events that occurred on or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of before the Effective Time, the Surviving Corporation and its Subsidiaries as for a period of six (6) years after the Effective Time Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall (and Parent shall cause continue until the Surviving Corporation and its Subsidiaries as disposition of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) such claim. The Organizational Documents of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to will contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation from Liability and advancement of expenses provisions contained expenses, with respect to claims arising from acts, omissions, facts or events that occurred on or before the Effective Time, that are at least as favorable as those currently provided in the certificates Company’s certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year periodperiod following the Effective Time, the Surviving Corporation shall not, and Parent shall cause the Surviving Corporation not to, amend, repeal or otherwise modify such provisions shall not be repealed, amended or otherwise modified in any manner except as that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time were Fiduciary Indemnitees of the Company, with respect to claims arising from actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions 45 contemplated by this Agreement), unless such modification is required by applicable Law Legal Requirements. From and after the Effective Time, Parent and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the Fiduciary Indemnitees of the Company with respect to claims arising from acts or omissions occurring prior to the Effective Time to the extent (i) provided in any written indemnification agreements in effect between the Company and such individuals set forth on Part 4.2(a) of the Disclosure Schedule or (ii) required by the Company’s Charter Documents, in each case as provided belowin effect immediately prior to the Effective Time.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements set forth on Section 6.10 of the Company Disclosure Letter, and as in effect on the date of this Agreement, between (A) the Company or any of its Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement pursuant to the terms of such agreements as in effect on the date hereof and (B) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors and officers that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document Constitutional Documents of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.Law. Table of Contents
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement, for a period of six years from the Effective Time for actions taken by any of the Indemnified Persons prior to the Effective Time and (ii) all indemnification agreements in effect as of the date of this Agreement and set forth on Section 7.1 of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time Time, for the duration of the applicable agreement (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws by-laws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than to the Indemnified Persons as the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws by-laws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or Law. Each Indemnified Person is, and the Indemnified Persons collectively are, intended third party beneficiaries of this Section 7.1 and each such Person shall have a right to enforce the rights hereunder as provided belowif such person was a party to this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation indemnification, advancement and exculpation provisions of the indemnification agreements by and among the Company and its Subsidiaries directors and certain executive officers as of in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner, except as required by Applicable Law. The Surviving Company and its Subsidiaries shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates memorandum and articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum and articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Asiainfo-Linkage, Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent shall, and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements in effect immediately prior to the Appointment Time between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “Indemnified PersonsParties”)) with respect to any action, and suit or proceeding commenced within six (ii6) indemnification, expense advancement and exculpation provisions in any certificate years following the Appointment Time arising out of incorporate facts or bylaws circumstances occurring or comparable organizational document of existing prior to the Company or any of its Subsidiaries in effect on the date of this AgreementAppointment Time. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time Parent shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses and exculpation that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses and exculpation provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of immediately prior to the date hereofAppointment Time, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowLegal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercury Interactive Corp)
Directors’ and Officers’ Indemnification and Insurance. (a) The For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each Indemnified Person against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or any of its Subsidiaries, as the case may be, would have been required under applicable Law and its Subsidiaries respective certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such person (including promptly advancing expenses as of incurred to the Effective Time shall (andfullest extent required under applicable Law). Without limiting the foregoing, Parent shall cause the Surviving Corporation and each of its Subsidiaries as to for a period of not less than six years from the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) maintain provisions in its certificate of incorporation, bylaws or other organizational documents concerning the indemnification agreements between and exculpation (including provisions relating to expense advancement) of the Company or any of Surviving Corporation’s and its Subsidiaries Subsidiaries’ former and any of their respective current or former officers, directors and officers and any person who becomes a director employees that are no less favorable to the Indemnified Persons than the provisions of the certificate of incorporation, bylaws or officer other organizational documents of the Company or any such Subsidiary, as applicable, in each case, as of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”)date of this Agreement, and (ii) indemnificationnot amend, expense advancement and exculpation repeal or otherwise modify such provisions in any certificate respect that would adversely affect the rights of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries those Indemnified Persons thereunder, in effect on the date of this Agreement. In additioneach case, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.Law. 72
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for indemnification and its Subsidiaries exculpation rights with respect to liabilities for acts and omissions occurring prior to the Effective Time, as well as related rights to advancement of expenses, in favor of the current and former directors and officers of the Company, who we refer to collectively as the “indemnitees.” Specifically, for a period of six years after the Effective Time, the provisions of the certificate of incorporation and bylaws of the Company as of the Effective Time date of the Merger Agreement which relate to indemnification, exculpation and advancement of expenses, as well as certain indemnification agreements between an indemnitee and the Company made available to Parent, shall (andsurvive the Merger and must not be amended, Parent shall cause repealed or otherwise modified in any manner that would adversely affect the rights thereunder of an indemnitee, and will be observed by the Surviving Corporation and its Subsidiaries as of subsidiaries to the fullest extent available under Delaware (or other applicable) law during such six-year period. The Merger Agreement also provides that, from the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on until the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall must maintain (and Parent shall must cause the Surviving Corporation to maintain) in effect the existing policy of directors’ and its Subsidiaries officers’ liability insurance maintained by the Company as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) date of the Surviving Corporation and its Subsidiaries Merger Agreement for the benefit of the indemnitees who were covered by such policy as of the Acceptance Time to contain provisions date of the Merger Agreement with respect to indemnificationtheir acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), exculpation on terms with respect to coverage, deductibles and the advancement of expenses that are amounts no less favorable than the indemnificationexisting policy. Alternatively, exculpation and advancement of expenses provisions contained in at or prior to the certificates of incorporation and bylaws (Effective Time, Parent or other similar organizational documents) of the Company and its Subsidiaries may, through a nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, delayed or conditioned) purchase a six-year “tail” policy for the Company policy in effect as of the date hereofof the Merger Agreement, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowsubject to specified limitations.
Appears in 1 contract
Samples: Merger Agreement (Sanofi)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company, Exalenz US and any Subsidiaries of the Company under any and its Subsidiaries under (i) the all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company Company, Exalenz US or any Subsidiaries of its Subsidiaries the Company and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with (a) Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company, Exalenz US and any Subsidiaries of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (iany and all indemnification agreements, including those listed in Section 6.1(a) of the indemnification agreements Company Disclosure Letter, between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates Articles of incorporation and bylaws Association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law Law; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the final disposition of such action or as provided belowfinal resolution of such claim.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) 11.1.1 The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements (including after the proposed amendment regarding the reference to 25% of shareholder equity) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers listed in Exhibit 11.1 (the “Indemnification Agreements”) as well as under any indemnification agreements between the Company or any of its Subsidiaries and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with Section 6 hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year seven‑year period, such provisions shall not be repealed, amended or otherwise modified in any manner manner, except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any certificate of incorporation, bylaws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Highpower International, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Commencing at the Effective Time, Parent, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of to), to the Effective Time to) fullest extended permitted by applicable Law, honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between set forth on Section 6.8(a) of the Company or any of Disclosure Letter between (A) the Company and its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries and (B) the Company or any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, manager, partner, trustee or other fiduciary of any of the foregoing at the request of the Company or any of its Subsidiaries, in each case, for acts or omissions arising prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate incorporation or bylaws or comparable organizational document of the Company and in the certificate of incorporation or bylaws (or equivalent governing documents) of any of its Subsidiaries the Company’s Subsidiaries, in each case as in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable to the Indemnified Persons than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified (whether by merger, consolidation, division, conversion, domestication, transfer, continuance, share exchange, operation of law, or otherwise) in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.)
Directors’ and Officers’ Indemnification and Insurance. For six (a6) The Surviving Corporation and its Subsidiaries as of years after the Effective Time shall (andTime, Parent shall, and shall cause the Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements Contracts between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “"Indemnified Persons”Parties"), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time Parent shall (and Parent shall cause the Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation Entity and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions. Prior to or as of the Effective Time, Parent shall purchase a six-year "tail" prepaid policy on the Company's existing directors' and officers' liability insurance ("D&O Insurance") in respect of acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance on terms and conditions no less favorable, in the aggregate, than the D&O Insurance. Parent and the Surviving Entity shall maintain such "tail" policy in full force and effect and continue to honor their respective obligations thereunder; provided, however, that in satisfying its obligations under this Section 6.14(b), Parent and the Surviving Entity shall not be obligated to pay in excess of three (3) times the amount paid by the Company for coverage for its last full fiscal year (such aggregate amount, the "Maximum Premium") (which annual premium for the last full fiscal year the Company represents and warrants to be as set forth in Section 6.14 of the Company Disclosure Schedule), provided that if the cost of such "tail" insurance coverage exceed the Maximum Premium, Parent and the Surviving Entity shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If Parent or the Surviving Entity or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such surviving corporation shall expressly assume all of the obligations of Parent and the Surviving Entity set forth in this Section 6.14. The obligations under this Section 6.14 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any manner except Indemnified Party (or any other person who is a beneficiary under "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives) are intended to be third party beneficiaries of this Section 6.14, with full rights of enforcement as required if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives)) under this Section 6.14 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law Legal Requirements (whether at law or as provided belowin equity).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centillium Communications Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for certain indemnification rights in favor of Steinway’s and its Subsidiaries subsidiaries’ current and former directors, officers or employees. Specifically, Parent and Purchaser agreed that all rights to exculpation and indemnification from liabilities and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time existing in favor of any individual as of the date of the Merger Agreement who was then or had been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director, officer or employee of Steinway or any of its subsidiaries, and any indemnification agreements with any such persons, will survive the Transactions and will continue in full force and effect in accordance with their terms, and will not be amended, repealed or otherwise modified for a period of six years after the Effective Time shall (andin any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time. The Merger Agreement also provides for certain insurance rights in favor of Steinway’s former directors and officers. Prior to the Effective Time, Steinway shall, or, if Steinway is unable to, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor , purchase a six-year “tail” prepaid directors’ and fulfill officers’ liability insurance policy in all respects the obligations respect of the Company and its Subsidiaries under (i) the indemnification agreements between the Company acts or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries omissions occurring prior to the Effective Time (covering each such current and former director and officer. If Steinway or the Surviving Corporation for any reason fails to obtain such “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of tail” insurance policy prior to the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause maintain the Surviving Corporation existing officers’ and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries directors’ liability insurance policies maintained by Steinway as of the date hereofof the Merger Agreement (or substitute policies with at least the same coverage and amounts that are not less advantageous) for a period of six years from the Effective Time; provided, that Parent and during such six (6) year period, such provisions shall the Surviving Corporation will not be repealedrequired to expend annually in the aggregate an amount in excess of 250% of the last annual premium paid by Steinway for such insurance prior to the date of the Merger Agreement in respect of coverage required to be maintained pursuant to the Merger Agreement. If Parent or the Surviving Corporation or any of their respective successors or assigns consolidates or merges into any other entity in which it is not the surviving entity or transfers all or substantially all of its properties and assets, amended then such successors and assigns of Parent or otherwise modified the Surviving Corporation shall assume all of the obligations summarized in any manner except as required by applicable Law or as provided belowthis section “— Directors’ and Officers’ Indemnification and Insurance.”
Appears in 1 contract
Samples: Rights Agreement Amendment (KSTW Acquisition, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Parent and the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between (A) the Company or and any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company and (B) the Company or any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, trustee or fiduciary of its Subsidiaries any of the foregoing at the request of the Company, in each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable to the Indemnified Persons than the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prometheus Biosciences, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements that are in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation To the fullest extent permitted by Law, the articles of association and its Subsidiaries as bylaws of the Effective Time shall (andNewCo, Parent shall cause the Surviving Corporation and its Subsidiaries as the Company shall contain provisions no less favorable with respect to indemnification, exculpation, advancement or expense reimbursement than are set forth in (i) the articles of the Effective Time to) honor association and fulfill in all respects the obligations bylaws of the Company and its Subsidiaries under (iii) the indemnification agreements between certificate of incorporation and bylaws of Spartan, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company or Spartan, as applicable, unless such modification shall be required by applicable Law. The Parties further agree that with respect to the provisions of the articles of association, bylaws, limited liability company agreements, or other organizational documents of the Company Subsidiaries relating to indemnification, exculpation, advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of its Subsidiaries individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six years from the Effective Time, NewCo agrees that it shall indemnify and any of their respective current or hold harmless each present and former directors director and officers and any person who becomes a director or officer of the Company or Spartan, as applicable, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of its Subsidiaries or pertaining to matters existing or occurring at or prior to the Effective Time (Time, whether asserted or claimed prior to, at or after the “Indemnified Persons”)Effective Time, and (ii) indemnificationto the fullest extent that the Company or Spartan, expense advancement and exculpation provisions in any as applicable, would have been permitted under applicable Law, the articles of association, certificate of incorporate organization, or the bylaws or comparable organizational document of the Company or any of its Subsidiaries Spartan, as applicable, in effect on the date of this Agreement. In addition, during Agreement to indemnify such person (including the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement advancing of expenses that are no less favorable than as incurred to the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by fullest extent permitted under applicable Law or as provided belowLaw).
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (Spartan Acquisition Corp. III)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors directors, officers and officers employees, and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to Table of Contents indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (iany and all indemnification agreements, including those listed in Section 6.1(a) of the indemnification agreements Company Disclosure Letter, between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates Articles of incorporation and bylaws Association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law Law; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the final disposition of such action or as provided belowfinal resolution of such claim.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Parent and the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements to the extent made available to Parent between (A) the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries and (B) any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, trustee or fiduciary of any of the foregoing at the request of the Company or any of its Subsidiaries, in each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate the Charter or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation Corporation, and its Subsidiaries as of the Acceptance Time Subsidiaries, to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
Directors’ and Officers’ Indemnification and Insurance. (a) The For a period of six years after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries identified in Section 3.12(a)(xiv) of the Company Disclosure Letter, and (x) any of their respective current or former directors and officers as of the Agreement Date pursuant to the terms of such agreements as in effect as of the Agreement Date, and (y) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this AgreementAgreement Date. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereofAgreement Date, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law Law. Any claims for indemnification made under this Section 6.10 on or as provided belowprior to the sixth anniversary of the Effective Time shall survive such anniversary until the final resolution thereof, and Parent shall cause the Surviving Corporation and its applicable Subsidiaries to maintain sufficient funds for the payment of their respective obligations to the Indemnified Persons under this Section 6.10(a).
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation indemnification, advancement and exculpation provisions of the indemnification agreements by and among the Company and its Subsidiaries directors and certain executive officers as of in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates memorandum and articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum and articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Perfect World Co., Ltd.)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Newco shall, and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers set forth in Section 6.8 of the Company Disclosure Letter and any person who becomes a director or officer of the Company or any of its Subsidiaries after the date hereof and prior to the Effective Time (but in the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in case of any certificate of incorporate person who becomes a director or bylaws or comparable organizational document officer of the Company or any of its Subsidiaries in effect on after the date hereof and prior to the Effective Time, solely to the extent that the terms and conditions of this Agreementany such indemnification agreements are no more favorable, in the aggregate, to the indemnification agreements to which similarly situated directors and officers set forth in Section 6.8 of the Company Disclosure Letter are a party) (each, an “Indemnified Person” and collectively, the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent Newco shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers (and any other employees or agents who otherwise would be entitled to similar benefits thereunder pursuant to the terms thereof in effect on the date hereof), in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner that adversely affects their rights thereunder except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and directors, officers or employees, and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”)Time, and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The All rights to indemnification existing as of the date of this Agreement in favor of the current or former directors, officers, employees, fiduciaries or agents of Trulia or any Trulia Subsidiary for their acts and omissions occurring prior to the Effective Time, as provided in the Certificates of Incorporation, By-laws and equivalent organizational documents of Trulia and the Trulia Subsidiaries (as in effect as of the date of this Agreement), shall survive the Trulia Merger and shall be honored by the Trulia Surviving Corporation and its subsidiaries to the fullest extent available under applicable Law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such rights within such six-year period shall continue to be subject to this Section 6.07(a) and the indemnification rights provided hereunder until the disposition of such claim. In furtherance of the foregoing, the Certificates of Incorporation, By-laws and equivalent organizational documents of the Trulia Surviving Corporation and the Trulia Subsidiaries shall contain provisions no less favorable in the aggregate with respect to indemnification than are set forth in the Certificates of Incorporation, By-laws and equivalent organizational documents of Trulia and the Trulia Subsidiaries (as in effect as of the date of this Agreement), which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of Trulia or any Trulia Subsidiary, unless such modification shall be required by Law. The Trulia Surviving Corporation shall (and, Parent and HoldCo shall cause the Trulia Surviving Corporation and its Subsidiaries as of the Effective Time to) fulfill and honor and fulfill in all respects the obligations of Trulia and the Company and its Trulia Subsidiaries under (i) pursuant to the indemnification agreements between the Company Trulia or any of its Subsidiaries Trulia Subsidiary and any of their respective current or former directors and officers and any person who becomes a director directors, officers, employees, fiduciaries or officer agents of the Company Trulia or any of its Subsidiaries prior to the Effective Time Trulia Subsidiary (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries as in effect on as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below).
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between set forth on Section 7.8(a) of the Company or Disclosure Letter, in each case, true, accurate and complete copies of which have been made available to Parent and as in effect on the date of this Agreement, in favor of any of the Company’s or its Subsidiaries and any of their respective Subsidiaries’ current or former directors and officers and or any person individual serving or who becomes served as a director director, officer, member, trustee or officer fiduciary of any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company or any of its Subsidiaries Subsidiaries, in each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and and/or bylaws (and and/or other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Momenta Pharmaceuticals Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The For a period of six years after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries identified in Section 3.12(a)(xiv) of the Company Disclosure Letter, and (x) any of their respective current or former directors and officers as of the Agreement Date pursuant to the terms of such agreements as in effect as of the Agreement Date, and (y) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this AgreementAgreement Date. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the Table of Contents certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereofAgreement Date, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law Law. Any claims for indemnification made under this Section 6.10 on or as provided belowprior to the sixth anniversary of the Effective Time shall survive such anniversary until the final resolution thereof, and Parent shall cause the Surviving Corporation and its applicable Subsidiaries to maintain sufficient funds for the payment of their respective obligations to the Indemnified Persons under this Section 6.10(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silver Spring Networks Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any certificate of incorporation (or other equivalent organizational document) or bylaws (or other equivalent organizational document) of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates certificate of incorporation and bylaws (or other similar equivalent organizational documentsdocument) and bylaws of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for indemnification and its Subsidiaries exculpation rights with respect to liabilities for acts or omissions occurring prior to the Effective Time, as well as related rights to advancement of expenses, in favor of the current and former directors or officers of the Company, who we refer to collectively as the “indemnitees.” Specifically, for a period of six years after the Effective Time, the provisions of the certificate of incorporation and bylaws of the Company as of the Effective Time date of the Merger Agreement related to indemnification, exculpation and advancement of expenses, as well as certain indemnification agreements between an indemnitee and the Company made available to Parent, shall (andsurvive the Merger and must not be amended, Parent shall cause repealed or otherwise modified in any manner that would adversely affect the rights thereunder of an indemnitee, and will be observed by the Surviving Corporation and its Subsidiaries as of subsidiaries to the fullest extent available under Delaware (or other applicable) law during such six-year period. The Merger Agreement also provides that, from the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on until the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall must maintain (and Parent shall must cause the Surviving Corporation to maintain) in effect the existing policy of directors’ and its Subsidiaries officers’ liability insurance maintained by the Company as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) date of the Surviving Corporation and its Subsidiaries Merger Agreement for the benefit of the indemnitees who were covered by such policy as of the Acceptance Time to contain provisions date of the Merger Agreement with respect to indemnificationtheir acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), exculpation on terms with respect to coverage, deductibles and the advancement of expenses that are amounts no less favorable than the indemnificationexisting policy. Alternatively, exculpation and advancement of expenses provisions contained in at or prior to the certificates of incorporation and bylaws (Effective Time, Parent or other similar organizational documents) of the Company and its Subsidiaries may, through a nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, delayed or conditioned) purchase a six-year “tail” policy for the Company policy in effect as of the date hereofof the Merger Agreement, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowsubject to specified limitations.
Appears in 1 contract
Samples: Sanofi
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent shall, and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements in effect immediately prior to the Appointment Time between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “"Indemnified Persons”)Parties") with respect to any action, and suit or proceeding commenced within six (ii6) indemnification, expense advancement and exculpation provisions in any certificate years following the Appointment Time arising out of incorporate facts or bylaws circumstances occurring or comparable organizational document of existing prior to the Company or any of its Subsidiaries in effect on the date of this AgreementAppointment Time. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time Parent shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses and exculpation that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses and exculpation provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of immediately prior to the date hereofAppointment Time, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowLegal Requirements.
Appears in 1 contract
Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co)
Directors’ and Officers’ Indemnification and Insurance. (a) The From and after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person Person who becomes a director director, officer, employee or officer agent of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as Subsidiaries, and the successors in interest of the Acceptance Time each of them, to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Controls Inc)
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and employees and any person who becomes a director or officer or employee of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”)) set forth in Section 6.8(a) of the Company Disclosure Letter, and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereofof this Agreement, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The All rights to indemnification existing as of the date of this Agreement in favor of the current or former directors, officers, employees, fiduciaries or agents of Trulia or any Trulia Subsidiary for their acts and omissions occurring prior to the Effective Time, as provided in the Certificates of Incorporation, By-laws and equivalent organizational documents of Trulia and the Trulia Subsidiaries (as in effect as of the date of this Agreement), shall survive the Trulia Merger and shall be honored by the Trulia Surviving Corporation and its subsidiaries to the fullest extent available under applicable Law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such rights within such six- year period shall continue to be subject to this Section 6.07(a) and the indemnification rights provided hereunder until the disposition of such claim. In furtherance of the foregoing, the Certificates of Incorporation, By-laws and equivalent organizational documents of the Trulia Surviving Corporation and the Trulia Subsidiaries shall contain provisions no less favorable in the aggregate with respect to indemnification than are set forth in the Certificates of Incorporation, By-laws and equivalent organizational documents of Trulia and the Trulia Subsidiaries (as in effect as of the date of this Agreement), which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of Trulia or any Trulia Subsidiary, unless such modification shall be required by Law. The Trulia Surviving Corporation shall (and, Parent and HoldCo shall cause the Trulia Surviving Corporation and its Subsidiaries as of the Effective Time to) fulfill and honor and fulfill in all respects the obligations of Trulia and the Company and its Trulia Subsidiaries under (i) pursuant to the indemnification agreements between the Company Trulia or any of its Subsidiaries Trulia Subsidiary and any of their respective current or former directors and officers and any person who becomes a director directors, officers, employees, fiduciaries or officer agents of the Company Trulia or any of its Subsidiaries prior to the Effective Time Trulia Subsidiary (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries as in effect on as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below).
Appears in 1 contract
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent and its Subsidiaries as of Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time shall (andincluding any matters arising in connection with the transactions contemplated hereby), Parent shall cause the Surviving Corporation and its Subsidiaries as now existing in favor of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and directors, officers and employees (including Persons who become directors, officers and employees before the Effective Time), if any person who becomes a director or officer (“D&O Indemnified Parties”), as the case may be, of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions as provided in any certificate of incorporate or bylaws or comparable their respective organizational document of the Company or any of its Subsidiaries documents as in effect on the date of this Agreement. In addition, during Agreement or in any Contract set forth in Section 6.6(a) of the Company Disclosure Letter shall survive the Merger and shall continue in full force and effect for a period commencing at of six (6) years from the Effective Time and ending on the sixth Time. For a period of six (6th6) anniversary of years from the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify, defend and hold harmless, and advance expenses to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as of such at any time prior to the Effective Time to) (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent required by the organizational documents of the Company or its Subsidiaries as in effect on the date of this Agreement and as would be permitted by applicable Law. Parent shall cause the certificates articles of incorporation and incorporation, bylaws (and or other similar organizational documents) documents of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnified Parties than the indemnification, exculpation and advancement of expenses provisions contained those set forth in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company Company’s and its Subsidiaries Subsidiaries’ organizational documents as of the date hereof, and during such which provisions thereafter shall not, for a period of six (6) year periodyears from the Effective Time, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner except as required by applicable Law or as provided belowthat would adversely affect the rights thereunder of the D&O Indemnified Parties.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent and Investor shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements set forth on Schedule 6.10, and as in effect on the date of this Agreement, between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent Investor shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omnivision Technologies Inc)
