Common use of Indemnification of Directors Clause in Contracts

Indemnification of Directors. Parent and Merger Sub agree to cause the Articles of Incorporation and Bylaws of the Surviving Corporation to contain the provisions with respect to exculpation and indemnification of directors of Company, and advancement of expenses in connection therewith, set forth in the Articles of Incorporation and Bylaws of Company on the date of this Agreement (except that such provisions shall specifically confirm that the obligation to advance expenses applies to former directors and officers), which provisions shall not be amended for a period of three years after the Effective Time (unless such amendment is required by applicable Legal Requirements and except for amendments that do not adversely affect the rights of persons who at the Effective Time were serving or had previously served as directors or officers of Company).

Indemnification of Directors. Parent and Merger Sub agree Buyer agrees to cause the Articles articles of Incorporation incorporation, articles of continuance or similar charter document and Bylaws bylaws of the Surviving Corporation Company to contain the provisions with respect to exculpation and indemnification of directors of the Company, and advancement of expenses in connection therewith, set forth in the Articles articles of Incorporation continuance and Bylaws bylaws of the Company on the date of this Agreement (except that such provisions shall specifically confirm that the obligation to advance expenses applies to former directors and officers), which provisions shall not be amended for a period of three six years after the Effective Time Closing (unless such amendment is required by applicable Legal Requirements Applicable Law and except for amendments that do not adversely affect the rights of persons who at immediately prior to the Effective Time Closing Date were serving or had previously served as directors or officers of Company). This provision may not be amended or waived.