Common use of Directors’ Liability and Indemnification Clause in Contracts

Directors’ Liability and Indemnification. The Company’s Charter, as amended, and the Company’s bylaws, shall provide (a) for elimination of the liability of 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 commercially reasonable efforts to at all times maintain indemnification agreements in form and substance approved by the Board with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 3 contracts

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

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Directors’ Liability and Indemnification. The Company’s Charter, as amended, Restated Charter and the Company’s bylaws, Bylaws shall provide (a) for elimination of the liability of directors 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 commercially reasonable its best efforts to at all times maintain indemnification agreements in form and substance approved by the Board reasonably acceptable to Investors 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 (Anaptysbio Inc)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, and the Company’s bylaws, Bylaws shall provide (a) for elimination of the liability of 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 commercially reasonable efforts to at all times maintain indemnification agreements in form and substance approved by the Board 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 (Roka BioScience, Inc.), Investor Rights Agreement (Roka BioScience, Inc.)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, Charter and the Company’s bylaws, Bylaws shall provide (a) for elimination of the liability of directors 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 commercially reasonable efforts to at all times maintain indemnification agreements in form and substance approved by the Board 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 (Metacrine, Inc.), Investor Rights Agreement (Metacrine, Inc.)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, Third Amended and the Company’s bylaws, Restated Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of 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 commercially reasonable its best efforts to at all times maintain indemnification agreements in form and substance approved by the Board 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 (Bellicum Pharmaceuticals, Inc), Investor Rights Agreement (Bellicum Pharmaceuticals, Inc)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, Amended and the Company’s bylaws, Restated Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of directors 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 commercially reasonable its best efforts to at all times maintain indemnification agreements in a form and substance approved by the Company Board of 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 (Esperion Therapeutics, Inc.), Investor Rights Agreement (Esperion Therapeutics, Inc.)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, 's Restated ---------------------------------------- Certificate of Incorporation and the Company’s bylaws, Bylaws shall provide (ai) for elimination of the liability of 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. In addition, addition the Company shall enter into and use commercially reasonable its best efforts to at all times maintain retain such indemnification agreements in form and substance approved by the Board with each of its directors to indemnify such directors to the maximum extent permissible under applicable lawprovisions.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Placeware Inc), Investors' Rights Agreement (Placeware Inc)

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Directors’ Liability and Indemnification. The Company’s Charter, as amended, 's ---------------------------------------- Certificate of Incorporation and the Company’s bylaws, Bylaws shall provide (a) for elimination of the liability of directors 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 commercially reasonable efforts to at all times maintain indemnification agreements in form and substance approved by the Board with each of its directors to indemnify such directors to the maximum extent permissible under applicable Delaware law.

Appears in 1 contract

Samples: Investors' Rights Agreement (Chemdex Corp)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, Restated Charter and the Company’s bylaws, Bylaws shall provide (a) for elimination of the liability of directors and officers to the maximum extent permitted by law and (b) for indemnification of directors and officers for acts on behalf of the Company to the maximum extent permitted by law. In addition, the The Company shall enter into carry and use commercially reasonable efforts to at all times maintain indemnification agreements adequate liability insurance for directors and officers in form such amounts and substance approved by the Board with each of its directors to indemnify on such directors terms as are acceptable to the maximum extent permissible under applicable lawInvestors, but in no event in an amount less than $5,000,000.

Appears in 1 contract

Samples: Investor Rights Agreement (Amber Road, Inc.)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, Amended and the Company’s bylaws, Restated Certificate of Incorporation and/or Bylaws shall provide (a) for elimination of the liability of directors 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 commercially reasonable its best efforts to at all times maintain indemnification agreements Indemnity Agreements substantially in the form and substance approved by the Board attached as Exhibit B hereto with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

Appears in 1 contract

Samples: License and Sublicense Agreement (ARCA Biopharma, Inc.)

Directors’ Liability and Indemnification. The Company’s Charter, as amended, Charter and the Company’s bylaws, Bylaws shall provide (a) for elimination of the liability of 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, subject to the approval of the Board of Directors, the Company shall enter into continue to maintain, during the term of this Agreement, directors’ and use commercially reasonable efforts to at all times maintain indemnification agreements in form and substance approved by the Board with each of its directors to indemnify such directors to the maximum extent permissible under applicable lawofficers’ liability insurance.

Appears in 1 contract

Samples: Investor Rights Agreement (Pacific DataVision, Inc.)

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