Director & Officer Insurance. At all times during the term of this Agreement the Company shall maintain in full force and effect a director and office insurance policy with a national insurance underwriter insuring Employee for his acts and ommissions in his capacity as an Officer and Director of the Company, with coverage under such policy of not less than ONE MILLION dollars ($1,000,000).
Director & Officer Insurance. The Company, at its expense, shall maintain director and officer insurance covering Executive at levels consistent with past practice with a reputable carrier. The Executive shall be entitled to indemnification, including advancement of expenses (if applicable), in accordance with and to the extent provided by the Company’s bylaws and articles of incorporation, and any separate indemnification agreement, if any.
Director & Officer Insurance. During the Initial Term and the Renewal Term, if any, Company shall maintain D&O Insurance which insurance shall cover and apply to Executive, with coverage limits, terms and conditions acceptable to Executive, in his sole discretion, with such approval not to be unreasonably withheld.
Director & Officer Insurance. During the term of the agreement and so long as the Director is providing the Services in his or her capacity as such, the Company shall procure at its own cost director and officer insurance (including a six year run-off policy triggered at the consummation of a DeSPAC transaction) as may be determined appropriate by the Board.
Director & Officer Insurance. The Company will maintain directors’ and officers’ insurance in an amount deemed sufficient by the Board of Directors.
Director & Officer Insurance. No later than 30 Business Days following the date hereof (or such later date as Vision agrees to in writing), the Company and each Subsidiary agree to be insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to $3,000,000, which amount shall be reasonably acceptable to Vision. The obligations of the Company pursuant to this Section 4.19 shall terminate upon the earlier of (i) written notice of such termination by Vision to the Company or (ii) the date less than 20% of the shares of Preferred Stock remain outstanding.
Director & Officer Insurance. Subject to commercial availability, Parent will purchase a six (6) year run-off director and officer liability insurance policy, effective as of the Equity Closing, for the benefit of the directors and officers of the Company prior to the Equity Closing Date (the “D&O Tail Policy”). The D&O Tail Policy will provide substantially the same coverage and amounts and contain terms and conditions as the Company’s current directors and officers insurance policy and which are in the aggregate substantially no less advantageous with respect to claims arising from or related to acts or omissions prior to the Equity Closing Date by the directors and officers of the Company in their capacities as such.
Director & Officer Insurance. (a) For a period of six (6) years from the Effective Time, each of the Purchaser, and after the Closing, the Company Entities, agrees that any amendment, repeal or modification to the Governing Documents of the Company Entities that adversely affects the rights thereunder of individuals who, at or prior to the Closing, were directors, managers, officers, employees or fiduciaries of any of the Company Entities (the “Protected Person”) shall not be enforceable against such Protected Person, unless such amendment or modification is required by Law.
(b) This Section 5.13 shall be binding on all successors and assigns of the Company Entities and the Purchaser for a period of six (6) years from the Effective Time. In the event that the Purchaser or any of the Company Entities or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provision shall be made so that such successors and assigns shall assume all obligations set forth in this Section 5.13. The provisions of this Section 5.13 are intended to be for the benefit of, and shall be enforceable by, each Protected Person, his or her heirs, and his or her representatives or assigns.
Director & Officer Insurance. The Company shall have received evidence (in forms acceptable to the Company) that the individuals listed on Exhibit D and Exhibit G are insured persons under the Parent’s director & officer insurance policy(ies) in effect as of the Closing Date.
Director & Officer Insurance. Employer, at its expense, shall maintain director and officer insurance covering Employee with a reputable carrier.
