Common use of Elimination of Certain Liability of Directors Clause in Contracts

Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Lions Gate Entertainment Corp /Cn/), Agreement and Plan of Merger (Transatlantic Holdings Inc), Agreement and Plan of Merger (Alleghany Corp /De)

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Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any repeal appeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Dekalb Genetics Corp)

Elimination of Certain Liability of Directors. A director of To the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the full extent such exemption from liability or limitation thereof is not permitted under by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no Director of this Corporation shall be personally liable to this Corporation or its stockholders for or with respect to any acts or omissions in the performance of his duties as the same exists or may hereafter be amendeda Director of this Corporation. Any amendment or repeal or modification of the foregoing paragraph this Article EIGHTH shall not adversely affect any right or protection of a director Director of the this Corporation existing hereunder with respect to any act or omission occurring immediately prior to such repeal amendment or modificationrepeal.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Roadway Express Inc), Agreement and Plan of Merger (Roadway Corp), Distribution Agreement (Caliber Systems Inc)

Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption that exculpation from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as in effect at the same exists time such liability is determined. No amendment or may hereafter be amended. Any repeal of this Article VI shall apply to, or modification have any effect on, the liability or alleged liability of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder for or with respect to any act acts or omission omissions of such director occurring prior to such repeal amendment or modificationrepeal.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Greenidge Generation Holdings Inc.), Agreement and Plan of Merger (Support.com, Inc.), Agreement and Plan of Merger

Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Business Corporation Law of the State of Delaware New York as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Appears in 1 contract

Samples: Business Combination Agreement (Omnicom Group Inc.)

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Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. ​ Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Appears in 1 contract

Samples: Lions Gate Entertainment Corp /Cn/

Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring occuring prior to such repeal or modification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Culligan Water Technologies Inc)

Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal or modification of the foregoing paragraph sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with in respect to of any act or omission occurring prior to the time of such repeal amendment, modification or modificationrepeal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hostess Brands, Inc.)

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