Director Liability. To the fullest extent permitted by the Delaware General Corporation Law, as amended from time to time, a director or former director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No repeal, amendment, or modification of this ARTICLE EIGHT, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director or former director of the Corporation prior to such repeal, amendment, or modification.
Director Liability. To the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.
Director Liability. To the fullest extent permitted by the DGCL, as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders. Any repeal or amendment or modification of this Article IX (including by changes in applicable law), or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article IX, shall, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide a broader limitation on a retroactive basis than permitted prior thereto), and shall not adversely affect any limitation on the personal liability of any director of the Corporation with respect to acts or omissions occurring prior to the time of such repeal or amendment or modification or adoption of such inconsistent provision. If any provision of the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Director Liability. Except to the extent that the GCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
Director Liability. (a) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived any improper personal benefit.
(b) If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended, without further action by either the Board of Directors or the stockholders of the Corporation.
(c) Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification.
Director Liability. (a) To the fullest extent permitted by applicable Law, the Purchaser hereby unconditionally and irrevocably waives and relinquishes for itself and on behalf of its Affiliates (including its directors) and employees any and all any claims, counterclaims, offsets, causes of action, damages and Liabilities, that he, she or it has had, may have or claims to have had, as of the Closing or at any time thereafter directly against any director or supervisory board member of any Company, arising out of, or resulting from, matters existing or occurring on or prior to the Closing Date, including the transactions contemplated hereby. The Purchaser hereby agrees that the Sellers may cause any Company to approve, on or prior to the Closing Date, such stockholders/quotaholders resolutions as may be reasonably required to cause the Companies to unconditionally waive for itself and on behalf of its Affiliates and employees any and all any claims, counterclaims, offsets, causes of action, damages and Liabilities, that it may have as of the Closing or at any time thereafter directly against any director or supervisory board member of any Company, arising out of, or resulting from, matters existing or occurring on or prior to the Closing Date, including the transactions contemplated hereby; provided, that the Sellers shall (x) provide the Purchaser with drafts of such resolutions no later than five Business Days prior to their approval and (x) include for adoption such reasonable comments as the Purchaser may provide thereto.
(b) Section 7.17(a) shall be deemed effective as of the Closing.
Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit. If the DGCL is amended after approval by the stockholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the extent permitted by the DGCL, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
Director Liability. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit. If the DGCL is amended after the effective date of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware. No amendment, modification or repeal of this Article VII shall adversely affect the rights and protection afforded to a director of the Corporation wider this Article VII for acts or omissions occurring prior to such amendment, modification or repeal.
Section 1.1 Annual Meetings 4 Section 1.2: Special Meetings 4 Section 1.3: Notice of Meetings 4 Section 1.4: Adjournments 4 Section 1.5: Quorum 4 Section 1.6: Organization 5 Section 1.7: Voting; Proxies 5
Director Liability. No fact or circumstance exists or has existed, nor has there been any act or failure to act, that could (i) give rise to a claim of liability or for damages by any Shareholder or the Company or the Subsidiary against any director of the Company or (ii) result in a claim against the Company for indemnification by any director of the Company.
