Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;
Appears in 27 contracts
Samples: Indemnification Agreement (Psychemedics Corp), Indemnification Agreement (Psychemedics Corp), Indemnification Agreement (Sesen Bio, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 5150% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;
Appears in 17 contracts
Samples: Indemnification Agreement (Inhibrx Biosciences, Inc.), Indemnification Agreement (RxSight, Inc.), Indemnification Agreement (Nalu Medical, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a unless such merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parententity, as applicableincluding the parent corporation of such surviving entity) more than 51at least 50% of the combined total voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicableentity;
Appears in 11 contracts
Samples: Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;
Appears in 10 contracts
Samples: Indemnification Agreement (Concentra Group Holdings Parent, Inc.), Indemnification Agreement (PSQ Holdings, Inc.), Indemnification Agreement (Ev Transportation Services, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company (or any of its subsidiaries) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 5150% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, the resulting parent entity) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity (or its ultimate parent, as applicablethe resulting parent entity);
Appears in 6 contracts
Samples: Indemnification Agreement (Fresh Del Monte Produce Inc), Indemnification Agreement (AtlasClear Holdings, Inc.), Indemnification Agreement (Chavant Capital Acquisition Corp.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than fifty-one percent (51% %) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;
Appears in 4 contracts
Samples: Indemnification Agreement (Pandion Therapeutics Holdco LLC), Indemnification Agreement (Fulcrum Therapeutics, Inc.), Indemnification Agreement (Constellation Pharmaceuticals Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parententity), in substantially the same proportions as applicable) their current ownership of stock, more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicableentity;
Appears in 4 contracts
Samples: Indemnification Agreement (Carpenter Technology Corp), Indemnification Agreement (Carpenter Technology Corp), Indemnification Agreement (Carpenter Technology Corp)
Corporate Transactions. The effective date of a merger merger, amalgamation or consolidation of the Company with any other entity, other than a merger merger, amalgamation or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 51% of the combined voting power of the voting securities of the surviving or amalgamated entity or its ultimate parent, as applicable, outstanding immediately after such merger merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity or its ultimate parent, as applicableamalgamated entity;
Appears in 3 contracts
Samples: Indemnification Agreement (Intercont (Cayman) LTD), Indemnification Agreement (Creative Global Technology Holdings LTD), Indemnification Agreement (Scienjoy Holding Corp)
Corporate Transactions. The effective date of a merger merger, amalgamation or consolidation of the Company with any other entity, other than a merger merger, amalgamation or consolidation which would result in the voting securities shares of the Company outstanding immediately prior to such merger merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 51% of the combined voting power of the voting securities shares of the surviving or amalgamated entity or its ultimate parent, as applicable, outstanding immediately after such merger merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity or its ultimate parent, as applicableamalgamated entity;
Appears in 2 contracts
Samples: Indemnification & Liability (Dermavant Sciences LTD), Indemnification Agreement (Urovant Sciences Ltd.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;
Appears in 2 contracts
Samples: Indemnification Agreement (Arsanis, Inc.), Indemnification Agreement (Arsanis, Inc.)
Corporate Transactions. The effective date of a merger merger, amalgamation or consolidation of the Company with any other entity, other than a merger merger, amalgamation or consolidation which would result in the voting securities shares of the Company issued and outstanding immediately prior to such merger merger, amalgamation or consolidation continuing to represent (either by remaining issued and outstanding or by being converted into voting securities shares of the surviving entity or its ultimate parent, as applicableentity) more than 51% of the combined voting power of the voting securities shares of the surviving entity or its ultimate parent, as applicable, issued and outstanding immediately after such merger merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicableentity;
Appears in 1 contract
Samples: Indemnification Agreement (International General Insurance Holdings Ltd.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, ) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity (or its ultimate parent, as applicable);
Appears in 1 contract
Samples: Indemnification Agreement (Tetraphase Pharmaceuticals Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;; 1 Include this recital and the other bracketed provisions where indicated throughout if the Indemnitee is affiliated with a venture capital fund or other entity that provides indemnification to the Indemnitee.
Appears in 1 contract
Samples: Indemnification Agreement (Aileron Therapeutics Inc)
Corporate Transactions. The effective date of a merger merger, amalgamation or consolidation of the Company with any other entity, other than a merger merger, amalgamation or consolidation which that would result in the voting securities of the Company outstanding immediately prior to such merger merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicableentity) more than 5150% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;entity; and
Appears in 1 contract
Samples: Indemnification Agreement (Hamilton Insurance Group, Ltd.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51fifty percent (50% ) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;
Appears in 1 contract
Samples: Indemnification Agreement (Aquestive Therapeutics, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity entity, or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, ) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity (or its it ultimate parent, as applicable);
Appears in 1 contract
Samples: Indemnification Agreement (Enanta Pharmaceuticals Inc)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;; 1 NTD: Include only for “officer” or “director and officer” forms of agreement.
Appears in 1 contract
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity (or its ultimate parent, as applicable, ) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity (or its ultimate parent, as applicable);
Appears in 1 contract
Samples: Indemnification Agreement (Durata Therapeutics, Inc.)
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors Board or other governing body of such surviving entity or its ultimate parent, as applicable;
Appears in 1 contract
Samples: Indemnification Agreement (Zentalis Pharmaceuticals, Inc.)