RESIGNING DIRECTORS. 1. Xxxxxx X. Xxxxxx
RESIGNING DIRECTORS. Xx. Xxxxxx Xxxxx (designee of the Deerfield Entities) Xxxxxx X. Xxxx (designee of the WP Entities) Xxxxxx X. Xxxxxxx (designee of the WP Entities) Xxxxxxxxx X. Xxxxxxxxxx (designee of the WP Entities)
RESIGNING DIRECTORS. Xxxxxxx Xxxx Siemens Xxxxxxx Xxxxx Xxxxx Kuldeep Xxxxx Xxxxxxx Xxxxxxx Xxxx EXECUTION PAGE
RESIGNING DIRECTORS. Parent shall have received written evidence reasonably satisfactory to Parent of the irrevocable resignation, effective as of the Effective Time, of each Resigning Director as designated and instructed by Parent pursuant to Section 5.15.
RESIGNING DIRECTORS. Xxxxxx Xxx Sun Xxxxx Xxxxxx Xxxx Xxxxx Xxxxx EXECUTION PAGE
RESIGNING DIRECTORS. The Purchaser hereby agrees to release each Resigning Director, from any and all liability for their administration until Completion (or the earlier date of their resignation), other than in respect of fraud, fraudulent misrepresentation or any other criminal conduct by any such director or officer.
RESIGNING DIRECTORS. (a) The Company shall enter into a Separation and Mutual Release Agreement, in the form attached hereto as Exhibit H (the “Separation Agreement”) with each of its existing directors who resign from the Board in accordance with this Agreement, including (i) Xx. Xxxxxx and Xx. Xxxxxxx in connection with the appointment of the Xxxxxx Appointees to the Board and (ii) the remaining currently-serving directors following the adjournment of the 2020 Annual Meeting if the Advisory Nominees are appointed to the Board in accordance with the terms of this Agreement. The Director Separation Agreement shall provide for, among other matters, (i) a mutual release of claims through the date of their respective resignations, (ii) a covenant not to xxx, (iii) a covenant to defend such directors, (iv) a covenant to continue to indemnify and advance expenses to such directors and comply with the terms of the existing Director Indemnification Agreements, (v) a covenant to extend coverage under the director and officer insurance policy (or policies) maintained by the Company (on the same terms and coverage amounts) as of the date prior to the date such coverage is extended by obtaining a tail policy that has an effective term of six years, (vi) a covenant to defend the Company’s directors with respect to that certain investigation or inquiry by the SEC relating to, among other things, disclosures to investors regarding the efficacy and/or tissue duration of the Company’s liver therapeutic program and products, the Company’s communications with the FDA, and purchases or sales of Company stock by the Company’s officers and directors (the “SEC Investigation”) and (vii) a customary standstill covenant by such director.
RESIGNING DIRECTORS. Fully executed copies of the Separation Agreements entered into between each of the Resigning Directors and the Company have heretofore been delivered to Kapoor, each such agreement being effective on the Effective Date immediately prior to the execution of this Agreement.
RESIGNING DIRECTORS. PART 1 RESIGNATION LETTER [company name] for the attention of the board of directors [address] [place], [date] Dear Sirs, I hereby resign with effect from [Completion] as [(executive) director] of [name and details of relevant Group Company] (the Company). I would be grateful if you could fulfil all publication and registration formalities with respect to my resignation and provide me with a copy of all relevant documents. Subject to being granted full and unconditional discharge (subject to the limits applicable under the relevant law) for the exercise of my mandate for the period up until [Completion], I hereby acknowledge that I have no further claims against the Company in relation to the exercise and termination of my mandate as [(executive) director]. Yours faithfully, [name]
RESIGNING DIRECTORS. 8 SEC............................................................................7
