D&O Provisions definition

D&O Provisions has the meaning set forth in Section 6.12(a).
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D&O Provisions has the meaning set forth in Section 9.11(a).
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D&O Provisions is defined in Section 9.6(a).
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Examples of D&O Provisions in a sentence

  • Xxxxx also acknowledges and agrees that: (i) such D&O Provisions are rights of contract; and (ii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the Company’s obligations, with respect to claims arising from facts or events that occurred on or before the Closing.

  • The rights of Xxxxxxx Xxxxxxxxx hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the D&O Provisions, any other indemnification arrangement, any legal requirement or otherwise.

  • Parent agrees to satisfy any obligations of the Company or the Company Subsidiaries to the Indemnified Persons under the D&O Provisions to the extent the Company or Company Subsidiary, as applicable, fails to fulfill any such obligation.

  • For a period of six years following the Closing Date, no amendment or modification to any such D&O Provisions shall affect in any manner the Indemnified Persons’ rights, or any Group Company’s or MDH’s obligations, with respect to claims arising from facts or events that occurred on or before the Closing.


More Definitions of D&O Provisions

D&O Provisions has the meaning set forth in Section 7.03(a).
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D&O Provisions in favor of any current or former director, officer, or manager, or, to the extent authorized under the applicable D&O Provisions, any employee, agent or representative of the Company (collectively, with such Person’s heirs, executors or administrators, the “Company Indemnified Persons”), and (ii) shall not amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in the D&O Provisions as it relates to any Company Indemnified Person, without the written consent of such affected Company Indemnified Person (it being agreed that each Company Indemnified Person shall be a third party beneficiary of this Section 6.13) or as otherwise required by applicable Law. From and after the Effective Time, dMY shall cause the Surviving Corporation to indemnify and hold harmless each Company Indemnified Person 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 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 would have been permitted under applicable Law, the Company Governing Documents as in effect as of the date of this Agreement or any director indemnification agreement or employment agreement in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). In the event that dMY or the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all its properties and assets to any Person, dMY or the Surviving Corporation, as the case may be, shall cause proper provisions to be made so that the successors and assigns of dMY or the Surviving Corporation assume the obligations set forth in this Section 6.13.
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Related to D&O Provisions

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Supplemental Provisions means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail.

  • ESG Pricing Provisions has the meaning specified in Section 2.18.

  • General Provisions means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 7 to 12;

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • Additional Provisions shall have the meaning set forth in Section 15.01.

  • Standard Provisions mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

  • Arrangement Provisions means Part 9, Division 5 of the BCBCA;

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated November 13, 2018 relating to the Securities. Securities Exchange: The Series Z Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: November 16, 2018 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. Xxx Xxxx, Xxx Xxxx 00000 Address for Notices to Underwriters: X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Investment Grade Syndicate Desk Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Debt Capital Markets Syndicate Schedule II-C Representatives: X.X. Xxxxxx Securities LLC Deutsche Bank Securities Inc. Underwriting Agreement: June 9, 2006 Registration Statement No.: 333-223058 Title of Securities: 4.650% Series AA Notes due 2028 (the “Series AA Notes”) Aggregate principal amount: $300,000,000.00 Price to Public: 99.680% of the principal amount of the Series AA Notes, plus accrued interest, if any, from November 16, 2018 Underwriting Discount: 0.65% Indenture: Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee Date of Maturity: December 1, 2028 Interest Rate: 4.650% per annum, payable semiannually Interest Payment Dates: June 1 and December 1, commencing on June 1, 2019 CUSIP: 571903 BB8 Optional Redemption Provisions: The Series AA Notes may be redeemed in whole or in part from time to time prior to September 1, 2028 (3 months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Series AA Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest (not including accrued interest as of the redemption date) on the Series AA Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. government securities dealer, having a maturity comparable to the remaining term of the Series AA Notes being redeemed) plus 25 basis points, plus, in each case, accrued and unpaid interest on the Series AA Notes to the redemption date. The Series AA Notes may be redeemed in whole or in part from time to time on or after September 1, 2028 (3 months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest on the notes being redeemed to the redemption date.

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers. Any reference to any agreement or document in this Article I or otherwise in this Fee Agreement shall include any and all amendments, supplements, addenda, and modifications to such agreement or document.

  • Communications Provisions means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

  • Standard Terms and Conditions or “Standard Terms” means these terms and conditions for the grant of the Loan to the Borrower by ABFL.

  • Basic Lease Provisions means and refer to the following collective terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease.

  • Restrictive Covenant Agreements is defined in the Recitals.

  • REIT Provisions of the Code means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • Standard Terms of Supply means the standard terms and conditions for Call-off Contracts set out in Schedule 5.

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Relevant Provisions means, in respect of the Determination Agent, the provisions of the Determination Agency Agreement, the Trust Deed, and the Conditions.

  • statutory provision means a provision of an Act or of an instrument made under an Act.

  • Specific Redemption Provisions means, with respect to a Special Dividend Period either, or any combination of, (i) a period (a "Non-Call Period") determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during which the shares of AMPS subject to such Dividend Period shall not be subject to redemption at the option of the Corporation and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Board of Directors of the Corporation, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the shares of AMPS subject to such Dividend Period shall be redeemable at the Corporation's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Board of Directors of the Corporation after consultation with the Auction Agent and the Broker-Dealers.

  • Redemption Provisions Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction, if any: Repayment Provisions: Optional Repayment Date(s):