Common use of Amendment or Repeal Clause in Contracts

Amendment or Repeal. The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Appears in 3 contracts

Samples: Loan and Security Agreement (Achaogen Inc), Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc)

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Amendment or Repeal. The provisions of this Article IX VI shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylawsBylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX VI the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX VI are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylawsthese Bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylawsBylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX VI shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses Expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc), Merger Agreement (Allergan PLC)

Amendment or Repeal. The provisions of this Article IX VI shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director Director or officer Officer of the Corporation (whether before or after the adoption of these bylawsBylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX VI the Corporation intends to be legally bound to each such current or former director Director or officer Officer of the Corporation. With respect to current and former directors Directors and officers Officers of the Corporation, the rights conferred under this Article IX VI are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylawsthese Bylaws. With respect to any directors Directors or officers Officers of the Corporation who commence service following adoption of these bylawsBylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director Director or officer Officer commencing service as a director Director or officer Officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX VI shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer Officer or director Director of the Corporation in effect prior to the time of such repeal or modification.

Appears in 2 contracts

Samples: Merger Agreement (Amr Corp), Merger Agreement (Us Airways Group Inc)

Amendment or Repeal. The provisions of this Article IX XV shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX XV the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX XV are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX XV shall not adversely affect any right or protection (ia) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (iib) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Appears in 2 contracts

Samples: Merger Agreement (Complete Genomics Inc), Merger Agreement (Complete Genomics Inc)

Amendment or Repeal. The provisions of this Article IX VI shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX VI the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX VI are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX VI shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Merger Agreement (Leaf Group Ltd.)

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Amendment or Repeal. The provisions of this Article IX V shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylawsBy-Laws), in consideration of such person’s performance of such services, and pursuant to this Article IX V the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX V are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylawsthese By-Laws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylawsBy-Laws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX V shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Merger Agreement (Gannett Co., Inc.)

Amendment or Repeal. The provisions of this Article IX VI shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylawsBylaws), in consideration of such person’s 's performance of such services, and pursuant to this Article IX VI the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX VI are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylawsthese Bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylawsBylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX VI shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses Expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)

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