Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each of the directors of the Company, including, without limitation, the Conning Designee, the Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer in an amount of at least $3 million per occurrence and $5 million in the aggregate.
(b) The Certificate, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to and limitation of the personal liability of the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificates, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest date that any Shareholder is entitled to designate or nominate any director or designee pursuant to Section 3.1.
(c) Each of the Conning Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer i...
Directors' Indemnification. During the term of this Agreement, the Company will use its reasonable best efforts to obtain directors' and officers' liability insurance covering the full Board in a form and amount consistent with industry practice to the extent such insurance is available on reasonable terms.
Directors' Indemnification. (a) The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering the Designees (and their respective successors) in an amount of at least $15,000,000 or such other amount the Board shall specify (as such amount shall be increased from time to time at the request of GECC or THLi).
(b) The Certificate, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificates, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the termination of this Agreement.
(c) Each of the Designees is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 2.4, and the obligations of the Company pursuant to this Section 2.4 shall be enforceable by the Designees.
Directors' Indemnification. 15 2.5 Expenses.....................................................15 2.6 Cooperation..................................................16 Section 3. Restrictions on Transfers of Stock...........................16 Section 4. Rights of First Offer........................................16
Directors' Indemnification. The certificate of incorporation, bylaws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company’s Subsidiaries and such other persons, if any, who, pursuant to a provision of such certificate of incorporation, bylaws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company’s Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company’s Subsidiaries, until at least six years following the date that neither the CIG Media Parties nor the NBCU Parties are not entitled to designate any director pursuant to this Agreement and, with respect to any director, until at least six years following the date such director ceases to serve as a director of the Company or any of the Company’s Subsidiaries (including following the Sale of the Company).
Directors' Indemnification. (a) The Corporation shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance in an amount of at least US$5,000,000 or more and upon such terms as are reasonably acceptable to the Investors.
(b) The Articles of Continuance, or By-Laws, or both, shall to the fullest extent permitted by law provide for indemnification of, and advancement of expenses to, and limitation of the personal liability of, the directors of the Corporation or such other person or persons, if any, who, pursuant to a provision of such Articles of Incorporation, exercise or perform any of the powers or duties otherwise conferred or imposed upon such directors, which provisions shall not be amended, repealed or otherwise modified in any manner adverse to the directors until at least six (6) years following the date that the Investors are no longer entitled to designate directors pursuant to this Section 8.
Directors' Indemnification. (a) The Corporation shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors and officers' liability insurance in such amount and upon such terms as are reasonably acceptable to Durus until at least six years following the date on which (i) Durus is no longer entitled to nominate a director pursuant to Section 7.5 and (ii) no Investor Designees serve as directors of the Company.
(b) The Company's Restated Certificate of Incorporation ("CERTIFICATE OF INCORPORATION") or Amended and Restated By-Laws ("BY-LAWS"), or both, shall to the fullest extent permitted by law provide for indemnification of, and advancement of expenses to, and limitation of the personal liability of, (i) Durus and the Investor Designees for, in each case, the actions of such Investors Designees as directors of the Company, and (ii) the other directors of the Company for their actions as directors of the Company, which provisions shall not be amended, repealed or otherwise modified in any manner adverse to the directors until at least six years following the date on which (i) Durus is no longer entitled to nominate a director pursuant to Section 7.5 and (ii) no Investor Designees serve as directors of the Company.
Directors' Indemnification. After the Second Stage Closing, the Debt Purchaser shall ensure that the articles of association of the Company shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors than are presently set forth in the Articles, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Second Stage Closing Date in any manner that would adversely affect the rights thereunder of any such individuals.
Directors' Indemnification. The Certificate of Incorporation or By-laws of the Issuer shall at all times provide for indemnification of the directors and limitations on the liability of the directors to the fullest extent permitted under applicable state law.
Directors' Indemnification. (a) The Certificate of Incorporation, By-Laws and other organizational documents of the Company shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board and such other persons, if any, who, pursuant to a provision of such Certificate of Incorporation, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board until at least six years following the date that none of GSCP II, GSCP III, Constellation or Mitsubishi and TEPCO International, jointly, is entitled to designate any Designated Director.
(b) Each member of the Board is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 6.4, and the obligations of the Company pursuant to this Section 6.4 shall be enforceable by each member of the Board.
