D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy, if available.
D&O Insurance Policy. Within 30 business days of the Effective Date the Company shall obtain and execute a directors’ and officers’ liability insurance policy for the directors and officers of the Company with coverage and deductibles as determined by the Company, after good faith consultation with Director.
D&O Insurance Policy. Notwithstanding Section 9.2(d) of the Contribution Agreement, the Parties hereby agree that iOra has presented to Pubco, the Pubco Representative, the Pubco Majority Shareholder and the Sponsor, a commercially reasonable directors and officers insurance policy capable of applying to and covering Pubco and its directors and officers as required by Section 9.2(d), and as such, the requirements of Section 9.2(d) are hereby deemed satisfied and waived in their entirety by all Parties. The Parties agree to cooperate with one another in good faith and use commercially reasonable efforts after the Closing to obtain a directors and officers’ insurance policy covering the directors and officers of Pubco and containing commercially reasonable terms mutually agreed upon by the Parties within 14-days.
D&O Insurance Policy. On or before six (6) month anniversary after the Closing Date, the Company agrees to use its best efforts to obtain an insurance policy coverage for the Company’s officers and directors with reputable insurers in the amount of such insurance coverage of at least $2,000,000 and to include the Placement Agent as an additional insured party to the directors and officers insurance coverage.
D&O Insurance Policy. Prior to the Effective Date of this Agreement, the Company will maintain directors and officers liability insurance in a commercially reasonable amount.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’ insurance policy with coverage determined annually by the Company and the Board and not less than USD1,000,000 (USD One million). The Company agrees to maintain such insurance during the term that you serve as a Director and for two years after you cease to be a director.
D&O Insurance Policy. The shareholders of the Company have approved the purchase of a D&O insurance policy in terms that are substantially similar to the terms in effect on the date hereof.
D&O Insurance Policy. You shall be included as an insured under such directors’ and officers’ liability insurance (the “D&O Insurance”) that the Company, at its sole discretion, maintains in an amount in coverage and with a carrier as determined in the Board’s discretion; provided, however, that the foregoing shall not be construed as obligating the Company to maintain any directors’ and officers’ liability insurance. The Company represents that it currently has D&O coverage in an amount not less than $5 million to cover you as a named insured, and the Company further agrees that it will inform you in advance of the cancellation or expiration, without replacement, of its current D&O Insurance policy. The Company agrees that D&O Insurance coverage is a substantive condition to your acceptance of your position as a member of the Board, and that, in the event such policy expires or is terminated without being replaced by a policy from a reasonable carrier, you may, without liability to the Company; terminate your relationship with the Company.
D&O Insurance Policy. Prior to the Closing Date, the Company shall obtain a fully-paid irrevocable “tail” insurance policy naming each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Closing Date, a director or officer of the Company as direct beneficiaries with a claims period of at least six (6) years from the Closing from the Company’s existing insurance carrier, or a reasonably equivalent alternative insurance carrier with a credit rating as good as or better than that which is held by the Company’s existing insurance carrier, with respect to directors’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing.
D&O Insurance Policy. You shall be included as an insured under such directors’ and officers’ liability insurance (the “D&O Insurance”) that the Company, at its sole discretion, maintains in an amount in coverage and with a carrier as determined in the Board’s discretion; provided, however, that the foregoing shall not be construed as obligating the Company to maintain any directors’ and officers’ liability insurance.
