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 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. 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. (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.
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 the Effective Time, Company shall secure directors' and officers' liability tail insurance coverage effective at the Effective Time from a reputable and financially sound insurance carrier and containing terms and conditions that are no less advantageous as a whole to the directors and officers of Company and its Subsidiaries or Company and its Subsidiaries itself than those contained in Company's policy in effect on the date hereof for the current and former directors and officers of each member of Company and its Subsidiaries and Company and its Subsidiaries on a 6 year "trailing" (or "run-off") basis with respect to any claim related to any period of time at or prior to the Effective Time; provided, however, that Company shall not obtain policies providing such coverage except to the extent such coverage can be provided at an annual cost of no greater than 200% of the most recent annual premium paid by Company prior to the date hereof (the "Premium Cap"); and provided, further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Premium Cap, Company shall only obtain coverage limits as can be obtained by paying an annual premium equal to the Premium Cap, beginning with the primary coverage of the type currently in place. Company may expend more than the Premium Cap only with the written consent of Parent. If any member of Company and its Subsidiaries or any of their respective successors or assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the continuing or surviving corporation or entity, or (ii) transfer all or substantially all of its properties and assets to any person, then, and in each such case, Parent shall assume all of the obligations of Company set forth in Sections 10.1 and 10.2.
Directors and Officers Insurance Coverage. Following Closing, the Purchaser shall ensure that all current and former directors of the Company are covered under the terms of a policy of directors’ and officers’ liability insurance for a period of not less than six years after the Closing Date, whether pursuant to the existing policy of the Company (the “Current Policy”) or through a policy established and maintained by the Purchaser (which, in the latter case, shall provide coverage and limits of liability which are no less broad than those existing in the Current Policy).
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”).
