Director and Officer Matters. (a) From and after the date hereof, the Company, the Surviving Corporation and their respective Subsidiaries shall provide such cooperation and assistance as Verizon may reasonably request to enable, if Verizon so chooses, Verizon or a Subsidiary thereof to maintain following the Closing, at Verizon’s expense, directors’ and officers’ liability insurance policies and fiduciary liability insurance policies covering each person who is, or has been at any time prior to the Effective Time, an officer or director of Verizon or a Contributing Company and each person who served at the request of a Contributing Company as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, including any person serving in such capacity with respect to Spinco or a Spinco Subsidiary (the “Identified Persons”).
Director and Officer Matters. (a) Prior to the Principal Closing, (i) each Transferred Entity shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (the “Indemnified Parties”) or (ii) Sapphire shall have in effect for six (6) years from the Principal Closing an endorsement, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies).
Director and Officer Matters. (a) The Company and the Surviving Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of SPAC (each, together with such person’s heirs, executors or administrators, a “SPAC D&O Indemnified Party”), as provided in its Governing Documents and any indemnification agreement with such SPAC D&O Indemnified Party, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing until the six (6) year anniversary of the Closing. For a period of six (6) years from the Closing Date, (i) the Surviving Company shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of SPAC’s Governing Documents and any indemnification agreement with such SPAC D&O Indemnified Party, in each case, as in effect immediately prior to the Closing Date (such provisions, the “D&O Indemnification Provisions”), (ii) the Surviving Company shall not amend, repeal or otherwise modify any such D&O Indemnification Provisions in any manner that would adversely affect the rights thereunder of any SPAC D&O Indemnified Party and (iii) the Company shall honor and guarantee all payments required to be made by the Surviving Company with respect to all such D&O Indemnification Provisions to the fullest extent permissible under Israeli or Cayman Islands law, including by funding the payment obligations of the Surviving Company pursuant thereto; provided, however, that all rights to exculpation, indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim, to the fullest extent permissible under Israeli or Cayman Islands law.
Director and Officer Matters. (a) The Company and the Surviving Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of SPAC (each, together with such person’s heirs, executors or administrators, a “SPAC D&O Indemnified Party”), as provided in its Governing Documents, shall survive the Closing until the six year anniversary of the Closing. For a period of six years from the Closing Date, (i) the Surviving Company shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of SPAC’s Governing Documents as in effect immediately prior to the Closing Date (such provisions, the “D&O Indemnification Provisions”), (ii) the Surviving Company shall not amend, repeal or otherwise modify any such D&O Indemnification Provisions in any manner that would adversely affect the rights thereunder of any SPAC D&O Indemnified Party and (iii) the Company shall honor and guarantee all payments required to be made by the Surviving Company with respect to all such D&O Indemnification Provisions; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim.
Director and Officer Matters. (a) From and after the Closing until the sixth (6th) anniversary of the Closing Date, to the extent required under any Organizational Document of any Group Company, Buyer agrees to cause such Group Company to unconditionally and forever, acquit, remise, release and discharge to the maximum extent provided by Law, all current and former officers and directors of such Group Company (the “Indemnified Parties”), solely in their capacities as such, from any and all Actions and Liabilities of any character or nature whatsoever, and of every kind and description, xxxxxx and inchoate, at Law or in equity, which Buyer, its Affiliates (including, after the Closing, the Group Companies), now has or ever had against any or all of such Persons, whether or not currently asserted or known, and whether absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, in each case, arising from or relating to any event, dispute or occurrence in connection with their acts and omissions in their capacities as such during the period ending at the Closing, which arose on or prior to the date hereof, and Buyer agrees not to, and to cause its Affiliates not to, bring any Action against such Indemnified Parties in respect of the foregoing.
Director and Officer Matters. (a) If the First Merger is consummated, then until the sixth anniversary of the Closing Date, Parent will cause the Final Surviving Corporation to fulfill and honor in all respects the obligations of the Company to its present and former directors and officers determined as of immediately prior to the First Effective Time (the “Company Indemnified Parties”) pursuant to indemnification agreements with the Company in effect on the Agreement Date and pursuant to the Certificate of Incorporation or the Bylaws, in each case, in effect on the Agreement Date (the “Company Indemnification Provisions”), with respect to claims arising out of acts or omissions in his or her capacity as a director or officer of the Company occurring at or prior to the First Effective Time that are asserted after the First Effective Time; provided that Parent’s and the Final Surviving Corporation’s obligations under this Section 5.16(a) shall not apply to (i) any claim or matter that relates to a willful or intentional breach of a representation, warranty, covenant, agreement or obligation made by or of the Company in this Agreement or (ii) any claim based on a claim for indemnification made by an Indemnified Person pursuant to Article 8 (meaning such Company Indemnified Party will remain liable severally for such claim in his capacity as a Converting Holder). Notwithstanding anything to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Parent director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Parent’s policies and procedures and the terms of such insurance policy.
Director and Officer Matters. (a) New PubCo and the Company.
Director and Officer Matters. (a) Prior to the Principal Closing, either (i) each Transferred Entity shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (the “Indemnified Parties”) or (ii) Emerald shall have in effect an endorsement, rider or amendment to Emerald’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy.
Director and Officer Matters. All rights to indemnification and exculpation existing in favor of those persons on or prior to the Effective Time who were directors or executive officers of the Company prior to the Effective Time for acts and omissions occurring prior to the Effective Time, as provided in the Company Charter and Company Bylaws (as in effect as of the date of this Agreement) shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six (6) years from the Effective Time.
