Common use of Directors’ Liability and Indemnification Clause in Contracts

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 25 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement, License Agreement (Mirum Pharmaceuticals, Inc.)

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Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 6 contracts

Samples: Investor Rights Agreement (Poshmark, Inc.), Investor Rights Agreement, Investor Rights Agreement

Directors’ Liability and Indemnification. The Company’s 's Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 5 contracts

Samples: Rights Agreement (Valera Pharmaceuticals Inc), Rights Agreement (Gp Strategies Corp), Investor Rights Agreement (Inphonic Inc)

Directors’ Liability and Indemnification. The Company’s 's Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 4 contracts

Samples: Investor Rights Agreement (Informax Inc), Investors' Rights Agreement (Anda Networks Inc), Investor Rights Agreement (Elitra Pharmaceuticals Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Slack Technologies, Inc.), Rights Agreement (Slack Technologies, Inc.), Investors’ Rights Agreement (Qualtrics International Inc.)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 4 contracts

Samples: Investor Rights Agreement (Calithera Biosciences, Inc.), Investor Rights Agreement (Cortina Systems Inc), Investor Rights Agreement (Zonare Medical Systems Inc)

Directors’ Liability and Indemnification. The Restated Certificate and the Company’s Certificate of Incorporation and Bylaws Bylaws, as amended from time to time (the “Bylaws”), shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 3 contracts

Samples: Investor Rights Agreement (Mirna Therapeutics, Inc.), Investor Rights Agreement (Mirna Therapeutics, Inc.), Investor Rights Agreement (Mirna Therapeutics, Inc.)

Directors’ Liability and Indemnification. The Company’s Amended and Restated Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 3 contracts

Samples: Investor Rights Agreement (Medallia, Inc.), Investor Rights Agreement (Medallia, Inc.), Investors’ Rights Agreement (Infinera Corp)

Directors’ Liability and Indemnification. The Company’s Certificate and each of Incorporation its majority-owned subsidiaries’ certificate of incorporation, bylaws, articles of association and Bylaws other organizational documents shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company and its majority-owned subsidiaries to the maximum extent permitted by law.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Liquidia Technologies Inc), ’ Rights Agreement, Investors’ Rights Agreement (Liquidia Technologies Inc)

Directors’ Liability and Indemnification. The Restated Certificate and the Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors and executive officers for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use all commercially reasonable efforts to at all times maintain indemnification agreements with its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Gitlab Inc.), Investors’ Rights Agreement (Gitlab Inc.)

Directors’ Liability and Indemnification. The Company’s Restated Certificate of Incorporation and Bylaws of the Company shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its reasonable best efforts to at all times maintain indemnification agreements substantially in the form attached to the Purchase Agreement as an exhibit with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 2 contracts

Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)

Directors’ Liability and Indemnification. The Certificate and the Company’s Certificate of Incorporation and Bylaws (the “Bylaws”) shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 2 contracts

Samples: Investor Rights Agreement (Udemy, Inc.), Investor Rights Agreement (Udemy, Inc.)

Directors’ Liability and Indemnification. The Company’s 's Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification contracts with each of its directors to indemnify such directors to the maximum extent permissible under Delaware law.

Appears in 2 contracts

Samples: Investor Rights Agreement (Epocrates Inc), Investor Rights Agreement (Epocrates Inc)

Directors’ Liability and Indemnification. (a) The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into indemnification agreements with each of its directors substantially in the form previously provided to the Holders.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Coupa Software Inc), Investors’ Rights Agreement (Coupa Software Inc)

Directors’ Liability and Indemnification. The Company’s Certificate and bylaws of Incorporation and Bylaws the Company shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 2 contracts

Samples: Investor Rights Agreement (Talis Biomedical Corp), Investor Rights Agreement (Talis Biomedical Corp)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (ai) for elimination of the liability of director to the maximum extent permitted by law law, and (bii) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. Additionally, the Company shall enter into an Indemnification Agreement with each of its directors in form and substance satisfactory to the Company and the Board.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Vital Therapies Inc), Investors’ Rights Agreement (Vital Therapies Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws Bylaws, as in effect from time to time, shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 2 contracts

Samples: Investor Rights Agreement (Flexion Therapeutics Inc), Investor Rights Agreement (Flexion Therapeutics Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its reasonable best efforts to at all times maintain indemnification agreements substantially in the form attached to the Purchase Agreement as an exhibit with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 2 contracts

Samples: Investor Rights Agreement (LendingClub Corp), Investor Rights Agreement (LendingClub Corp)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. The Company shall maintain Directors’ and Officers’ Insurance in an amount at least equal to $10,000,000. The Company shall also enter into customary indemnification agreements with each of its directors within 180 days following the date of this Agreement.

Appears in 2 contracts

Samples: Investor Rights Agreement (Portola Pharmaceuticals Inc), Investor Rights Agreement (Portola Pharmaceuticals Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall at all times provide (a) for elimination of the liability of director directors and executive officers of the Company to the maximum extent permitted by law and (b) for indemnification of directors and executive officers of the Company for acts taken by such persons on behalf of the Company to the maximum extent permitted by law.

Appears in 2 contracts

Samples: Stockholders Agreement (Source Interlink Companies Inc), Stockholders Agreement (Primedia Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law law, and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 2 contracts

Samples: Rights Agreement, Investor Rights Agreement (Infraredx Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall will provide (a) for elimination of the liability of director a Director to the maximum extent permitted by law and (b) for indemnification of directors Directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company will enter into and use its best efforts to at all times maintain reasonable and customary indemnification agreements with each of its Directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 2 contracts

Samples: Founding Investor Rights Agreement (Isis Pharmaceuticals Inc), Founding Investor Rights Agreement (Alnylam Pharmaceuticals, Inc.)

Directors’ Liability and Indemnification. The Company’s Restated Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements.

Appears in 2 contracts

Samples: Investor Rights Agreement (Nurix Therapeutics, Inc.), Investor Rights Agreement (Nurix Therapeutics, Inc.)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.the

Appears in 2 contracts

Samples: Investor Rights Agreement (Scynexis Inc), Investor Rights Agreement (Scynexis Inc)

Directors’ Liability and Indemnification. The Company’s Certificate and each of Incorporation its subsidiaries’ certificate of incorporation, bylaws and Bylaws other organizational documents shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company and its subsidiaries to the maximum extent permitted by law.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Tactile Systems Technology Inc), Investor Rights Agreement (Advanced BioHealing Inc)

Directors’ Liability and Indemnification. (a) The Company’s Restated Certificate and the Bylaws of Incorporation and Bylaws the Company shall provide (ai) for elimination of the liability of director to the maximum extent permitted by law and (bii) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its commercially reasonable efforts to at all times maintain indemnification agreements with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (HashiCorp, Inc.), Investors’ Rights Agreement (HashiCorp, Inc.)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements, in a form reasonably acceptable to the Series Preferred Directors, with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Crinetics Pharmaceuticals, Inc.)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. The Company will enter into indemnification agreements with each of the Preferred Directors (as defined below), to the extent such agreements have not been executed prior to the date hereof, in a form reasonably acceptable to such director.

Appears in 2 contracts

Samples: Voting Agreement (Channeladvisor Corp), Voting Agreement (Channeladvisor Corp)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation (as amended from time to time) and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. The Company shall keep such provisions in place for so long as a representative of any Investor serves on the Board of Directors.

Appears in 2 contracts

Samples: Rights Agreement, Investors’ Rights Agreement (Sonos Inc)

Directors’ Liability and Indemnification. The Company’s 's Fourth Restated Certificate of Incorporation and Bylaws By-laws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 2 contracts

Samples: Rights Agreement (Auxilium Pharmaceuticals Inc), Rights Agreement (Auxilium Pharmaceuticals Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of as a director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Tripwire Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws By-Laws, each as amended, shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Adnexus Therapeutics, Inc.)

Directors’ Liability and Indemnification. The Company’s 's ---------------------------------------- Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Rights Agreement (Magma Design Automation Inc)

Directors’ Liability and Indemnification. The Company’s 's Certificate of Incorporation and Bylaws shall provide (ai) for elimination of the liability of director directors to the maximum extent permitted by law and (bii) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Rights Agreement (Rigel Pharmaceuticals Inc)

Directors’ Liability and Indemnification. The Company’s 's Certificate of Incorporation and Bylaws shall provide for (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (SGX Pharmaceuticals, Inc.)

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Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws bylaws shall provide (a) for elimination of the liability of director the directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Devax Inc)

Directors’ Liability and Indemnification. The Company’s Amended and Restated Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. The Company shall obtain and maintain director and officer insurance in amounts typical for its industry as determined by its Board of Directors at all times unless otherwise directed by the Board.

Appears in 1 contract

Samples: Investor Rights Agreement (Rally Software Development Corp)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall will provide (a) for elimination of the liability of director a Director to the maximum extent permitted by law and (b) for indemnification of directors Directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company will enter into and use its best efforts to at all times maintain reasonable and customary indemnification ***Confidential Treatment Requested agreements with each of its Directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 1 contract

Samples: Founding Investor Rights Agreement (Regulus Therapeutics Inc.)

Directors’ Liability and Indemnification. The Company’s Certificate and each of Incorporation its subsidiaries’ certificate of incorporation, bylaws, articles of association and Bylaws other organizational documents shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company and its subsidiaries to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Aziyo Biologics, Inc.)

Directors’ Liability and Indemnification. The Company’s Fourth Restated Certificate of Incorporation and Bylaws By-laws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Auxilium Pharmaceuticals Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by lawlaw (the “Indemnification Provisions”), and the Company covenants to keep in effect such Indemnification Provisions for so long as a representative of the Investors serves on the Company’s Board of Directors.

Appears in 1 contract

Samples: Investor Rights Agreement (Mobitv Inc)

Directors’ Liability and Indemnification. The Company’s 's ---------------------------------------- Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall indemnify such directors to the maximum extent permissible under Delaware law.

Appears in 1 contract

Samples: Rights Agreement (Chemdex Corp)

Directors’ Liability and Indemnification. The Company’s Certificate and each of Incorporation its subsidiaries’ certificate of incorporation, bylaws, articles of association and Bylaws other organizational documents shall provide (ai) for elimination of the liability of director directors to the maximum extent permitted by law and (bii) for indemnification of directors for acts on behalf of the Company and its subsidiaries to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Protagonist Therapeutics, Inc)

Directors’ Liability and Indemnification. (a) The Company’s Certificate of Incorporation and Bylaws (each as may be amended from time to time) shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Five Prime Therapeutics Inc)

Directors’ Liability and Indemnification. The Company’s 's Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Rights and Voting Agreement (Horizon Personal Communications Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Groupon, Inc.)

Directors’ Liability and Indemnification. The Company’s 's Certificate of Incorporation and Bylaws shall provide (ai) for elimination of the liability of director directors to the maximum extent permitted by law and (bii) for indemnification of directors and officers for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)

Directors’ Liability and Indemnification. The Company’s Amended and Restated Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Satsuma Pharmaceuticals, Inc.)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements reasonably acceptable to its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 1 contract

Samples: Investor Rights Agreement (NGM Biopharmaceuticals Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. The Company shall maintain Directors and Officers insurance with a carrier and in an amount satisfactory to the Board of Directors.

Appears in 1 contract

Samples: Rights Agreement (CymaBay Therapeutics, Inc.)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements with each of its directors to indemnify such directors to the maximum extent permissible under applicable law and in a form reasonably acceptable to the directors and the Major Investors.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Box Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law Delaware General Corporation Law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by lawDelaware General Corporation Law.

Appears in 1 contract

Samples: Stockholders’ Agreement (Perlegen Sciences Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director directors to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and at all times maintain indemnification agreements with each of its directors (and their affiliated funds) to indemnify such directors (and their affiliated funds) to the maximum extent permissible under applicable law.

Appears in 1 contract

Samples: Investor Rights Agreement (Hyperion Therapeutics Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall at all times provide (a) for elimination of the liability of director directors to the maximum extent permitted by law law, and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Aclarion, Inc.)

Directors’ Liability and Indemnification. The Restated Certificate and the Company’s Certificate of Incorporation and Bylaws (the “Bylaws”) shall provide (a) for elimination of the liability of director the Company’s directors to the maximum extent permitted by law and (b) for indemnification of the Company’s directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Investor Rights Agreement (Sprout Social, Inc.)

Directors’ Liability and Indemnification. The Company’s 's Restated Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

Appears in 1 contract

Samples: Rights Agreement (Petroleum Place Inc)

Directors’ Liability and Indemnification. The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements substantially in the form attached as Exhibit G to the Series C Agreement with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 1 contract

Samples: Investors’ Rights Agreement (EnteroMedics Inc)

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