D & O Insurance definition
Examples of D & O Insurance in a sentence
Notwithstanding the general provisions of this Section 2(b), following a Change of Control, any decision not to maintain any policy or policies of D & O Insurance or to reduce the amount or coverage under any such policy or policies shall be effective only if there are Disinterested Directors (as defined in Section 2(e) hereof) and shall require the concurrence of a majority of the Disinterested Directors.
The Company shall cause the D & O Insurance to cover Indemnitee, in accordance with its terms and at all times such insurance is in effect, to the maximum extent of the coverage provided thereby for any director or officer of the Company.
In the event that Indemnitee requires the Company to so defend, or in the event that Indemnitee proceeds under the D & O Insurance but Indemnitee determines that such insurers under the D & O Insurance are unable or unwilling to adequately defend Indemnitee against any such Claim, the Company shall promptly undertake to defend any such Claim, at the Company's sole cost and expense, utilizing counsel of Indemnitee's choice who has been approved by the Company.
If such D & O Insurance has been obtained by GFI prior to the Offer Closing, Parent and its Subsidiaries shall, in their capacities as a stockholder of GFI use commercially reasonably efforts to, take actions reasonable necessary to cause such D & O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by GFI.
The aforesaid obligation of the Company to maintain policies of D & O Insurance shall not be breached if such D&O Insurance is not available to the Company on a commercially reasonable basis in the reasonable business judgment of the then directors of the Company.