Directors and Officers Liability Insurance; Indemnification. In the event of termination of Executive’s employment, (i) Executive shall remain covered under the directors and officers liability insurance maintained by the Company in commercially reasonable amounts (as determined by the Board) to the same extent as executives of the Company; and (ii) Executive shall remain eligible for indemnification by the Company to the extent provided for in the Company by-laws in effect from time to time, provided that such indemnification shall not be less favorable than the indemnification provided for in the Company’s by-laws in effect as of January 1, 2021.
Directors and Officers Liability Insurance; Indemnification. The ----------------------------------------------------------- Company agrees that, notwithstanding a termination of Executive's employment with the Company, the Company shall, for at least three (3) years after the Date of Termination, use all reasonable efforts to have Executive included as a named insured or otherwise covered for actions or failures to act by Executive in his capacity as a director or officer of the Company to at least the same extent as other executive officers or directors, as the case may be, of the Company under any directors and officers liability insurance policies maintained by the Company; provided that the additional cost of providing coverage with a -------- retroactive date including Executive's period of service or with an extended reporting period or a combination of both does not materially increase the cost of the Company's directors and officers insurance. The Company agrees that it will not alter the indemnification provisions in its charter or by-laws so as to give Executive less protection thereunder with respect to periods during which Executive served the Company as an executive officer or other employee than is afforded to other executive officers or peer employees, as the case may be, with respect to periods during which they serve the Company.
Directors and Officers Liability Insurance; Indemnification. The Company agrees that, notwithstanding a Termination of Executive's employment with the Company, the Company shall, for at least three years after the Date of Termination, use all reasonable efforts to have Executive included as a named insured or otherwise covered for actions or failures to act by Executive in his capacity as a director or officer of the Company to at least the same extent as other executive officers or directors, as the case may be, of the Company under any directors and officers liability insurance policies maintained by the Company; provided that the additional cost of providing coverage with a retroactive date including Executive's period of service or with an extended reporting period or a combination of both does not materially increase the cost of the Company's directors and officers insurance. The Company agrees that it will not alter the indemnification provisions in its charter or by-laws so as to give Executive less protection thereunder with respect to periods during which Executive serves or served the Company as an executive officer or other employee as is afforded other executive officers or peer employees, as the case may be, with respect to periods during which they serve the Company.
Directors and Officers Liability Insurance; Indemnification. As the CFO, Executive will be covered by the Company’s Directors’ and Officers’ insurance policy. In addition, Executive will receive indemnification as set forth in the Company's certificate of incorporation and bylaws.
Directors and Officers Liability Insurance; Indemnification. The Companies shall maintain the existing coverage level of directors’ and officers’ liability insurance to protect Executive from liability related to his employment with the Companies, unless the Boards determine in their discretion to reduce such coverage provided that the Companies maintain an adequate level of coverage and that such level shall be at least 50% of the current level of coverage. The Companies shall each indemnify Executive for liability related to his employment with the Companies to the extent Executive is not indemnified by such insurance to the maximum extent permitted by Delaware corporate and partnership law, respectively, and the respective organizational documents of each of the Companies, which obligation shall survive the termination of the Executive’s employment hereunder.
Directors and Officers Liability Insurance; Indemnification. The Company shall use its best efforts to purchase and maintain for you so long as you remain a Director of the Company or any affiliate directors and officers insurance against (so far as the law permits) any liability which by law (whether common law or otherwise) would otherwise attach to him in respect of any negligence, default, breach of duty, or breach of Trust of which he may be liable in relation to Company and/or any associated company. The Company agrees that it shall indemnify the Directors of the Company to the fullest extent possible under applicable law. The degree of cover including coverage for legal fees and costs will be set by the Board, and reviewed annually.
Directors and Officers Liability Insurance; Indemnification. Merisant agrees that, notwithstanding the termination of Employee's employment with Merisant, Merisant shall, for at least 3 years after the Separation Date, use all reasonable efforts to have Employee included as a named insured or otherwise covered for actions or failure to act by Employee in his capacity as a director or officer of Merisant to at least the same extent as other executive officers or directors, as the case may be, of Merisant under any directors or officers liability insurance policies maintained by Merisant; provided that the additional cost of providing coverage with a retroactive date including Employee's period of service or with an extended reporting period or a combination of both does not materially increase the cost of Merisant's directors and officers insurance. Merisant agrees that it will not alter the indemnification provisions in the Certificate or By-laws so as to give Employee less protection thereunder with respect to periods during which Employee served Merisant as an executive officer or other employee as is afforded other executive officers or peer employees, as the case may be, with respect to periods during which they serve Merisant.
Directors and Officers Liability Insurance; Indemnification. In the event your employment is terminated, (1) you shall remain covered under the directors and officers liability insurance maintained by the Company in commercially reasonable amounts (as determined by the Board) to the same extent as executives of the Company; and (2) you shall remain eligible for indemnification by the Company to the extent provided for in the Company by-laws in effect from time to time, provided that such indemnification shall not be less favorable than the indemnification provided for in the Company’s by-laws in effect as of March 31, 2015.
Directors and Officers Liability Insurance; Indemnification. As the President and COO, Executive will be covered by the Company’s Directors’ and Officers’ insurance policy. In addition, Executive will receive indemnification as set forth in the Company's certificate of incorporation and bylaws.
Directors and Officers Liability Insurance; Indemnification. At Closing, the Combined Company shall have obtained a prepaid insurance policy that provides coverage to those individuals who were directors and officers of Redpoint immediately prior to the Closing (the “D&O Insurance”), which policy shall provide Redpoint’s directors and officers with coverage for an aggregate period of no less than six years with respect to claims arising from facts or events that occurred before the Closing, on terms substantially equivalent to Redpoint’s existing D&O insurance policy, including, without limitation, coverage in respect of the transactions contemplated by this Agreement to the extent that the same would have been covered by such existing D&O insurance policy. Redpoint shall maintain such prepaid policy in full force and effect in accordance with its terms, and continue to honor its obligations thereunder. In addition, for a period of six years after the Closing, the Combined Company shall not amend any provisions of its Certificate of Incorporation or By-laws as they were in effect immediately prior to the date hereof with respect to any rights to indemnification of directors and officers contained therein inasmuch as they would be applicable to those individuals who were directors and officers of Redpoint immediately prior to the Closing with respect to claims arising from facts or events that occurred before the Closing. It is agreed that the indemnitees to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7).
