Existing D&O Policies definition

Existing D&O Policies has the meaning ascribed to it in Section 6.8(b).
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Existing D&O Policies has the meaning set forth in Section 7.1(c)(i).
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Existing D&O Policies with respect to matters arising at or before the Effective Time, covering without limitation the Contemplated Transactions (the “Tail Policy”); provided, however, that if such “tail” policy is not available at a cost equal to or less than 300% of the aggregate annual premiums paid by the Company during the most recent policy year for the Existing D&O Policies (the “Maximum Premium Amount”), the Company shall purchase the best coverage as is reasonably available for such amount. Parent shall cause the Tail Policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. In the event that any of the carriers issuing or reinsuring the Tail Policy shall become insolvent or otherwise financially distressed such that any of them is unable to satisfy its financial obligations under the Tail Policy at any time during the aforementioned six-year period, Parent agrees that it shall, from time to time, cause the Tail Policy to be replaced with another prepaid “tail” policy on terms and conditions providing substantially equivalent benefits and coverage levels as the Tail Policy, with a term extending for the remainder of such six-year period (the “New Tail Policy”); provided, however, that in no event shall the maximum amount that Parent is required to expend to obtain any New Tail Policy under this Section 5.5(c) exceed the amount by which the Maximum Premium Amount exceeds the sum of (i) the premium paid by the Company for the Tail Policy plus (ii) the aggregate premium(s) paid by Parent and the Surviving Corporation to obtain any other New Tail Policy. In such event, references in this Agreement to the Tail Policy shall be deemed to include any New Tail Policy, as applicable.
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Examples of Existing D&O Policies in a sentence

  • However, the maximum aggregate premium for such “tail” insurance policies will not exceed 300% of the aggregate annual premium payable by POINT pursuant to its most recent renewal under the Existing D&O Policies (the “Maximum Amount”).

  • In the event Dermira does not obtain such “tail” insurance policies, then, for the period beginning upon the Offer Closing Time and ending six years from the Effective Time, Xxxxx shall either purchase such “tail” insurance policies or Xxxxx shall maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions).

  • However, the maximum aggregate annual premium for such “tail” insurance policies shall not exceed 300% of the aggregate annual premium payable by Dermira pursuant to its most recent renewal under the Existing D&O Policies (the “Maximum Amount”).

  • However, the maximum aggregate annual premium for such “tail” insurance policies shall not exceed 250% of the aggregate annual premium payable by Loxo Oncology for coverage for its current fiscal year under the Existing D&O Policies.

  • However, neither Xxxxx nor the Surviving Corporation will be required to pay aggregate annual premiums for maintaining the Existing D&O Policies in excess of the Maximum Amount, and, if the annual premium of such insurance coverage exceeds such amount, Lilly or the Surviving Corporation will be obligated to obtain the maximum amount of coverage available for an annual premium not exceeding the Maximum Amount.

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  • However, the maximum aggregate annual premium for such “tail” insurance policies will not exceed 300% of the aggregate annual premium payable by DICE pursuant to its most recent renewal under the Existing D&O Policies (the “Maximum Amount”).

  • In the event POINT does not obtain such “tail” insurance policies, then, for the period beginning upon the Acceptance Time and ending six years from the Effective Time, Xxxxx will either purchase such “tail” insurance policies or Xxxxx will maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions).


More Definitions of Existing D&O Policies

Existing D&O Policies shall have the meaning set forth in Section 9.3(a).
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Existing D&O Policies has the meaning assigned to such term in Section 5.8(c) of the Agreement.
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Existing D&O Policies with respect to matters arising on or before the Effective Time, covering without limitation (to the extent covered by the Existing D&O Policies) the Contemplated Transactions (the “Tail Policy”); provided, however, that if such “tail” policy is not available at a cost of less than 200% of the annual premium paid by the Company in 2010 for the Existing D&O Policies (the “Maximum Premium Amount”), the Company shall purchase as much coverage as is available for such amount. Parent shall cause the Tail Policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation.
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Existing D&O Policies shall have the meaning set forth in Section 2.19(b).
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Existing D&O Policies is defined in Section 7.2.
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Existing D&O Policies shall have the meaning ascribed to such term in Section 4.11(c).
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Related to Existing D&O Policies

  • D&O Policies has the meaning set forth in Section 8.01(e).

  • SAP Policies means the operational guidelines and policies applied by SAP to provide and support the Cloud Service as incorporated in an Order Form.

  • D&O Policy has the meaning set forth in Section 6.18(b).

  • R&W Policy means any buyer-side representations and warranties insurance policy purchased by a Buyer or an Affiliate thereof in connection with this Agreement on or before the Closing Date.

  • Company Insurance Policies has the meaning set forth in Section 3.14.

  • Mandatory Policies means the following of our business policies and codes:

  • Insurance Policies has the meaning set forth in Section 3.16.

  • D&O Liability Insurance Policies means all insurance policies (including any “tail policy”) of any of the Debtors for liability of any current or former directors, managers, officers, and members.

  • Investment Policies means the investment objectives, policies, restrictions and limitations set forth in the “BUSINESS” section of its Registration Statement, and as the same may be changed, altered, expanded, amended, modified, terminated or restated from time to time.

  • D&O Tail Policy has the meaning set forth in Section 5.8(c).

  • Shared Policies means all Policies, current or past, which are owned or maintained by or on behalf of D&B or any of its Subsidiaries which relate to one or more of the D&B Business, the Cognizant Business or the ACNielsen Business.

  • Applicable Policies means the policies, bylaws, directives, regulations, guidelines, codes of conduct, rules, systems and procedures of AHS listed in Schedule “F” attached.

  • City Policies means any or all (as the context requires) of those procedures, standards and/or standard specifications, requirements, policies and the like listed in Schedule H or notified to the Supplier from time to time, as the same may be updated, modified, expanded, revised, supplemented and/or replaced from time to time by the City (as notified to the Supplier);

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

  • Consensus Policies are those policies established (1) pursuant to the procedure set forth in ICANN’s Bylaws and due process, and (2) covering those topics listed in Section 1.2 of this Specification. The Consensus Policy development process and procedure set forth in ICANN’s Bylaws may be revised from time to time in accordance with the process set forth therein.

  • R&W Insurance Policy means the representations and warranties insurance policy issued to Buyer in connection with the transactions contemplated hereby.

  • Title Insurance Policies means, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

  • Required Insurance Policy With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

  • Benefit Plans shall have the meaning set forth in Section 3.13(a).

  • Parent Plans has the meaning set forth in Section 6.4(c).

  • Existing insurer means the insurance company whose policy or contract is or will be changed or affected in a manner described within the definition of “replacement.”

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • Crew Insurances means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

  • Tail Policy has the meaning set forth in Section 6.18(b).

  • Reinsurance Agreements means any agreement, contract, treaty, certificate or other arrangement by which any Insurance Subsidiary agrees to transfer or cede to another insurer all or part of the liability assumed or assets held by it under one or more insurance, annuity, reinsurance or retrocession policies, agreements, contracts, treaties, certificates or similar arrangements. Reinsurance Agreements shall include, but not be limited to, any agreement, contract, treaty, certificate or other arrangement that is treated as such by the applicable Department.

  • Claims Made Policies has the meaning set forth in Section 5.01(b).