Common use of D&O Tail Policy Clause in Contracts

D&O Tail Policy. Prior to or at the Closing, the Company or the Stockholders’ Representative (on behalf of the Stockholders) will cause to be put in place, and shall fully prepay immediately prior to, and conditioned upon the occurrence of, the Effective Time, an extended reporting period endorsement under their existing directors’ and officers’ liability insurance coverage for their directors and officers, which will provide such directors and officers with coverage for six years following the Closing Date of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company or the Stockholders (the “D&O Tail Policy”). An amount equal to fifty percent (50%) of the premium for the D&O Policy shall be added to the Closing Date Cash Merger Consideration.