Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in the Certificate of Incorporation and By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting the generality of the foregoing, in the event any person entitled to indemnification under this Section 5.6 becomes involved in any claim, action, proceeding or investigation after the Effective Time, the Surviving Corporation shall periodically advance to such person his or her reasonable legal and other reasonably incurred expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to such person providing an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such person is not entitled thereto.
(b) For six years from the Effective Time, Parent shall maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring on or prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "Company's Current Premium"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then Parent shall cause to be maintained policies of insurance which in Parent's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium. The Company represents to Parent that the Company's Current Premium is $412,715.
(c) Parent hereby covenants not to take or permit to be taken, any action that would limit, restrict or otherwise prevent the Surviving Corporation from performing, or render it unable to perform, each of its obligation under this Section 5.6. From and after the Effective Time, Parent shall guarantee the obligations of the Surviving Corporati...
Directors and Officers Indemnification Insurance. (a) Parent shall cause the Surviving Corporation to maintain in effect in its certificate of incorporation and bylaws for a period of six (6) years after the Closing Date, the current provisions regarding elimination of liability of directors and indemnification of, and advancement of expenses to, the officers and directors of the Corporation and its Subsidiaries (both present (as of the Closing) and former).
(b) Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any Subsidiary or the Company set forth in Section 5.17(b) of the Company Disclosure Schedule. The Parent shall cause the Surviving Corporation to obtain and fully pay (up to a maximum cost of 200% of the current annual premium paid by the Company for its existing coverage for directors’ and officers’ liability insurance in the aggregate (the “Maximum Amount”)) for “tail” insurance policies (which shall provide for the Side A, B and C coverage for Indemnified Directors and Officers where the existing policies also include coverage for the Company) with a claims period of at least five (5) years from the Closing Date, in each case from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to all such coverage in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Notwithstanding the foregoing, after the Closing Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such five (5) year period (as appropriate) the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum Amount.
Directors and Officers Indemnification Insurance. (a) For a period of six years from and after the Closing Date, Purchaser shall, or shall cause the Company to, exculpate, indemnify and hold harmless certain officers and directors of the Company to the same extent as such persons are currently exculpated and indemnified by the Company pursuant to those certain indemnity agreements identified in Section 4.8(a) of the Company Disclosure Schedule (the "Indemnified Parties") for acts or omissions occurring prior to the Closing Date.
(b) For six years from the Closing Date, the Purchaser shall either (x) cause the Company to maintain in effect the Company's current directors' and officers' liability insurance covering those persons who are currently covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Purchaser) (the "Insured Parties"); provided, however, that in no event shall Purchaser or the Company be required to expend in any one year an amount in excess of 150% of 19
(c) The covenants set forth in this Section 4.8 shall survive the Closing Date, shall be binding on Purchaser and all its successors and assigns, and are intended for the benefit of, and shall be enforceable by, each of the Company, the Indemnified Parties and the Insured Parties, and their respective heirs and legal representatives.
Directors and Officers Indemnification Insurance. Parent agrees that the Merger shall not affect or diminish any of Company’s or Company Bank’s duties and obligations of indemnification existing immediately prior to the Effective Time in favor of the directors, officers, employees and agents of Company or Company Bank arising by virtue of the Articles of Incorporation, Charter or Bylaws of Company or Company Bank in the form in effect at the date of this Agreement or arising by written agreement or operation of law, and such duties and obligations shall continue in full force and effect for so long as they would (but for the Merger) otherwise survive and continue in full force and effect. All provisions for indemnification and limitation of liability now existing in favor of the employees, agents, directors or officers of Company, Company Bank or Company Subsidiaries, as provided by law or regulation or in their respective Articles of Incorporation or Bylaws shall survive the Merger, shall be assumed by Parent and Parent Bank and shall continue in full force and, effect with respect to acts or omissions occurring prior to the Effective Time for a period of six years thereafter or in the case of matters occurring prior to the Effective Time which have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved. Parent or Parent Bank, respectively, shall also purchase and keep in force for such six year period director’s and officer’s liability insurance and fiduciary liability insurance to provide coverage for acts or omissions of the type and in the amount currently covered by Company’s existing directors and officers liability insurance and fiduciary liability insurance for acts or omissions occurring prior to the Effective Time, provided that the cost of such coverage does not exceed 250% of Company’s present annual premium cost, and further provided that Parent may substitute or cause Company to substitute therefor single premium tail coverage with policy limits equal to Company Bank’s existing annual coverage limits.
Directors and Officers Indemnification Insurance. (a) The By-Laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification and exculpation from liability than are set forth in the Certificate of Incorporation of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers or employees of the Company.
(b) For six years from the Effective Time, the Surviving Corporation shall, unless Parent agrees in writing to guarantee the indemnification obligations set forth in Section 5.6(a), maintain in effect the current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring prior to the Effective Time (a copy of which has been heretofore delivered to Parent), so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the date of this Agreement (the "COMPANY'S CURRENT PREMIUM"). If such premiums for such insurance would at any time exceed 150% of the Company's Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that in the Surviving Corporation's good faith determination, provide the maximum coverage available at an annual premium equal to 150% of the Company's Current Premium.
Directors and Officers Indemnification Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, an officer, director, employee or agent of the Company or any of its Subsidiaries (the "Indemnified Parties") against any losses, claims, damages, judgments, settlements, liabilities, costs or expenses (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) incurred in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such occurring at or prior to the Effective Time, whether asserted or claimed prior to,
Directors and Officers Indemnification Insurance. Mahaska agrees that the Merger shall not affect or diminish any of the Company's or the Company Subsidiaries' duties and obligations of indemnification existing immediately prior to the Effective Time in favor of the directors, officers, employees and agents of the Company or the Company Subsidiaries arising by virtue of the Certificate, Charter or Bylaws of the Company or the Company Subsidiaries in the form in effect at the date of this Agreement or arising by operation of law, and such duties and obligations shall continue in full force and effect for so long as they would (but for the Merger) otherwise survive and continue in full force and effect, provided however, the Company shall take all action required by Mahaska prior to the Effective Time to put in place a "tail coverage" policy or similar policy with its present liability insurer. All provisions for indemnification and limitation of liability now existing in favor of the directors or officers of the Company, or the Company Subsidiaries, as provided by law or regulation or in their respective Certificate of Incorporation or Charter shall survive the Merger, shall be assumed by Mahaska and shall continue in full force and effect with respect to acts or omissions occurring prior to the Effective Time for a period of three years thereafter or in the case of matters occurring prior to the Effective Time for a period of three years thereafter or in the case of matters occurring prior to the Effective Time which have not been resolved prior to the third anniversary of the Effective Time, until such matters are finally resolved. To the extent permitted by law, its Articles of Incorporation and By-laws, Mahaska shall advance expenses in connection with the foregoing indemnification. The indemnified persons under this Section 4.19 shall be third party beneficiaries of the provisions of this Section 4.19.
Directors and Officers Indemnification Insurance. The Merger Agreement provides that, prior to the Effective Time, Op-Tech will purchase, for an aggregate premium amount not to exceed $140,000, a "tail" officers' and directors' liability insurance policy, which shall by its terms survive the Merger and shall provide each officer or director of Op-Tech or its subsidiary with coverage for not less than six years following the Effective Time on terms and conditions no less favorable than those of Op-Tech's directors' and officers' insurance policy as of the date of the Merger Agreement and provides coverage in respect of acts or omissions occurring prior to the Effective Time in each officer's or director's capacity as such; provided, however, that if the premium of such insurance coverage exceeds $140,000, Op-Tech shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding $140,000. Conditions to Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of Op-Tech, NRC and Purchaser to consummate the Merger are subject to the satisfaction or waiver in writing to the extent permitted by applicable law at or prior to the Effective Time of the following conditions: • if required by applicable law, the Stockholder Approval shall have been obtained; • no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; nor shall there be any statute, rule, regulation or order enacted, entered, or enforced that prevents or prohibits the consummation of the Merger; and • Purchaser (or NRC on Purchaser's behalf) shall have accepted for purchase all Shares validly tendered (and not properly withdrawn) pursuant to the Offer. NRC and Purchaser have agreed pursuant to the Merger Agreement that all Shares owned by NRC or any of its subsidiaries will be voted in favor of adoption of the Merger Agreement.
Directors and Officers Indemnification Insurance. (a) From and after the Closing through the sixth (6th) anniversary of the Closing Date, Buyer shall, and shall cause the AU Subsidiaries to, (i) indemnify, defend and hold harmless, all of their respective past and present directors and officers of the AU Subsidiaries (collectively, the “D&O Indemnified Parties”) against any and all Liabilities incurred in connection with any Action, whether civil, criminal, administrative, or investigative, arising out of or pertaining to the fact that such D&O Indemnified Party is or was a director or officer of the AU Subsidiaries, or is or was serving at the request of the AU Subsidiaries, as applicable, as a director or officer of any other Person, whether asserted or claimed before, at or after the Closing (including with respect to acts or omissions occurring in connection with the Transaction Agreements and the consummation of the Contemplated Transactions), and provide advancement of expenses to the D&O Indemnified Parties (within fifteen (15) days of receipt by Buyer or the AU Subsidiaries, as applicable, from a D&O Indemnified Party of a request therefor), in all such cases to the greatest extent that such Persons are indemnified or have the right to advancement of expenses before the Closing by the AU Subsidiaries, as applicable, pursuant to its certificate of incorporation, bylaws, other comparable Organizational Documents and indemnification agreements, if any, in existence before the Closing; and (ii) without limitation of clause (i) of this sentence, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect the provisions regarding elimination of Liability of directors, and indemnification of and advancement of expenses to directors and officers contained in the certificates of incorporation, bylaws, and other comparable Organizational Documents of the AU Subsidiaries.
(b) The obligations of Buyer, and the AU Subsidiaries under this Section 6.03 shall not be terminated, amended, or modified in any manner so as to adversely affect any D&O Indemnified Party (including his or her successors, heirs, and legal representatives) to whom this Section 6.03 applies without the written consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 6.03 applies shall be Third Party beneficiaries of this Section 6.03, and this Section 6.03 shall be enforceable by such D&O Indemnified Parties and their respective succes...
Directors and Officers Indemnification Insurance. (a) The provisions of the articles of incorporation, certificate of incorporation, by-laws, certificate of formation, articles of organization or operating agreements of the Company Constituent Entities, as applicable, with respect to indemnification of managers, directors, officers, employees and agents of the Company Constituent Entities, as applicable, shall not be amended, repealed or otherwise modified in any manner after the Closing for the period of the relevant statute of limitations that would adversely affect the rights thereunder of individuals who prior to the Closing were managers, directors, officers, employees or agents of any of the Company Constituent Entities, unless such modification is required by Law, and in such event, Buyer hereby agrees to provide any rights to the extent they are so modified by Law in a manner adverse to the beneficiaries. Any Contract for indemnification of mangers, directors, officers, employees or agents shall remain in effect, and the Buyer shall cause the Company Constituent Entities to continue to honor such Contracts in accordance with their respective terms.
(b) In the event Buyer or any Company Constituent Entity or any of their 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 provisions shall be made so that the successors and assigns of Buyer or Company Constituent Entity, as the case may be, shall assume the obligations set forth in this Section 6.3.
