Directors and Officers Insurance; Indemnification. (a) The certificate of incorporation and the by-laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's certificate of incorporation and by-laws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law.
Appears in 3 contracts
Samples: 5 Agreement and Plan of Merger (Raymond Corp), Rights Agreement (Lift Acquisition Co Inc), Agreement and Plan of Merger (Raymond Corp)
Directors and Officers Insurance; Indemnification. (a) The certificate Certificate of incorporation Incorporation and the byBy-laws Laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability for directors and officers of the Company set forth in the Company's certificate Certificate of incorporation Incorporation and byBy-laws Laws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors, directors or officers, employees or agents of the Company, unless such modification is required by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essman Alyn V), Agreement and Plan of Merger (Cpi Corp)
Directors and Officers Insurance; Indemnification. (a) The certificate Articles of incorporation Incorporation and the byBy-laws Laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's certificate Amended and Restated Articles of incorporation Incorporation and byBy-laws Laws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Echelon International Corp)
