Directors and Officers Insurance Coverage. Employee shall have the benefit of such directors’ and officers’ insurance coverage as Motive shall from time to time obtain, but in no event less than that provided to any other director or officer of Motive.
Directors and Officers Insurance Coverage. Acquiror shall have delivered to Heritage satisfactory evidence that commencing immediately after the Effective Time the officers and directors of Heritage and its Subsidiaries are covered for events occurring after the Effective Time under Acquiror's directors' and officers' liability insurance policy, in a manner consistent with Section 7.7.
Directors and Officers Insurance Coverage. During the term hereof, the Company shall provide the Executive the same rights of indemnification and contribution and the same coverage under any directors and officers (“D&O”) liability insurance which the Company provides to its other executives and, after the termination of his employment hereunder, the Company shall provide the Executive the same rights of indemnification and contribution, and the same coverage under any D&O liability insurance it provides to its other former executives.
Directors and Officers Insurance Coverage. The Company will provide Employee with a Directors and Officers insurance coverage in an amount consistent with the levels currently maintained by the Company.
Directors and Officers Insurance Coverage. The Company hereby covenants and agrees that, so long as the Executive shall continue to serve as an officer of the Company and thereafter so long as the Executive shall be subject to any possible proceedings by reason of the fact that Executive was an officer of the Company, the Company shall use reasonable efforts to obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers to the extent permitted by applicable Australian law, and Executive shall be a covered party under such D&O Insurance to the maximum extent of the coverage available for any director or officer of the Company. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit or such insurance is not permitted under applicable law. For absence of doubt, so long as the Company maintains D&O insurance for any Officer or Director of the Company, Company shall maintain D&O Insurance for Executive subject to the terms of this Section 7. In the event of a change in control of the Company pursuant to which the Company or any successor is obligated to provide D&O Insurance for a period following the effective date of the transaction or to purchase a D&O Insurance tail policy, Executive shall be a covered party under such D&O Insurance or tail policy to the maximum extent of the coverage permitted by applicable Australian law and otherwise available for any director or officer of the Company.
Directors and Officers Insurance Coverage. (a) For six years after the earlier of (i) the date on which the designees of Merger Sub have been elected to the Board of Directors of the Company pursuant to Section 6.10 hereof and constitute all the members thereof and (ii) the Effective Time, Parent and the Surviving Corporation shall indemnify, defend and hold harmless the present officers, directors, employees and agents of the Company and its Subsidiaries (each an "Indemnified Party") against all losses, claims, damages, liabilities, fees and expenses (including reasonable fees and disbursements of counsel) and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the prior written consent of Parent or the Surviving Corporation, which consent shall not be unreasonably withheld)) arising out of actions or omissions occurring at or prior to the Effective Time (including without limitation matters arising out of or pertaining to the transactions contemplated by this Agreement) to the full extent permitted by the DGCL or the Company's certificate of incorporation or bylaws as in effect at the date hereof, including provisions therein relating to the advancement of expenses incurred in the defense of any action or suit; provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of the claim to which such rights are applicable.
(b) For two years after the Effective Time, Parent and the Surviving Corporation will (i) maintain the current policies of officers' and directors' liability insurance in respect of acts or omissions (including without limitation matters arising out of or pertaining to the transactions contemplated by this Agreement) occurring at or prior to the Effective Time covering each person who is an officer or director of the Company on the date hereof and who is currently covered by the Company's officers' and directors' liability insurance policy, or (ii) substitute policies providing substantially similar coverage containing terms and conditions that, taken together, are not materially less advantageous, and provided that such substitution does not result in gaps or lapses in coverage.
(c) Parent and the Surviving Corporation shall pay all expenses (including attorneys' fees) that may be incurred by any Indemnified Party or person having rights to coverage pursuant ...
Directors and Officers Insurance Coverage. The Corporation shall cause the Executive to be covered under all directors and officers liability insurance policies maintained by Parent, which policy or policies shall provide a minimum coverage of $3,000,000.
Directors and Officers Insurance Coverage. Prior to Closing, GCG shall purchase for, and on behalf of, its current and former officers and directors, extended coverage under the current directors’ and officers’ liability insurance policy maintained by GCG to provide for continued coverage of such insurance for a period of three (3) years from the Closing Date, unless United’s directors’ and officers’ liability insurance policy provides for coverage for such former officers and directors for actions taken prior to the Merger.
Directors and Officers Insurance Coverage. Notwithstanding the provisions of Section 3.2, the Company agrees to maintain Directors and Officers Liability Insurance Prior Acts coverage for a period of three (3) years after the Termination Date on substantially the same terms and conditions presently maintained by the Company as of the Termination Date.
Directors and Officers Insurance Coverage. So long as Consultant is serving as the non-employee Chief Financial Officer of the Company pursuant to Section 1 and in accordance with the terms of the insurance policy, the Company shall provide to Consultant the same directors and officers insurance coverage provided to its officers and directors (the “D&O Coverage”).
