D&O. Unless otherwise agreed by the Shareholders, the Company shall contract, with a reputable insurer, at its own cost, in favor of the Members of the Board of Directors that shall so desire, a “D&O — Directors and Officers” insurance policy.
D&O. The Corporation shall maintain after the Closing the directors' and officers' liability insurance described in Section 6.2(k) of the Purchase Agreement.
D&O. For a period of six years after the Closing, the Purchaser, the Company and its Subsidiaries will not amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Company's or any of its Subsidiaries' respective charters or bylaws relating to exculpation or indemnification of any officers or directors, it being the intent of the parties that the officers and directors of the Company and its Subsidiaries on the date hereof will continue to be entitled to such exculpation and indemnification to the fullest extent of the Law. After the Closing, the Purchaser, the Company and its Subsidiaries will, at the election and sole expense of the Stockholder Representative, continue to provide any Person who is on the date hereof, an officer or director of the Company or any of its Subsidiaries, officers' and directors' liability insurance coverage ("D&O Insurance") with respect to all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "D&O Claim") to the extent that any such D&O Claim is based on, or arises out of, (a) the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries at any time prior to the Closing Date or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at any time prior to the Closing Date, or (b) this Agreement or any of the transactions contemplated hereby or thereby in each case to the extent that any such claim pertains to any matter or fact arising, existing, or occurring prior to or at the Closing Date, regardless of whether such claim is asserted or claimed prior to, at or after the Closing Date, which coverage will be substantially similar to the Company and its Subsidiaries' (as applicable) existing D&O Insurance, with an overall coverage amount not less than the overall coverage amount under such existing D&O Insurance.
D&O. ❖ Without a source processor , each mobile processor transmits the values at level r-1 in its mg -tree using encryption technology to all other mobile processors . If the value at levelr-1 is δi, the value δi+1 is replaced as the transmitted value, where 1 ≤ i≤ ⎣(z-1)/3⎦-1 ❖ Each receiver processor applies function RMAJ on it received messages and stores the function RMAJ values in the corresponding vertices at level r of its mg-tree . Decision-Making phase: Step 1: Delete vertices with repeated name of the mg -tree.
D&O. Flexibility
D&O. Nodes do not have access to a synchronized wall-clock. A message sent from one node to another will arrive in a finite but unbounded time.
D&O. Insurance Buyer shall maintain in effect for a period of three (3) years after the Closing Date, policies of directors’ and officers’ liability insurance covering the present directors and officers of the Company and its Subsidiaries, and such policies shall provide substantially similar coverage as is provided for the Persons who are covered by the Company’s and its Subsidiaries’ existing policies; provided that in no event shall Buyer be required to obtain such a policy with an annual premium equal to more than 125% of the annual premium the Company is paying for such directors’ and officers’ liability insurance as of the Closing Date.
D&O. In the event of any threatened or actual Action or Proceeding, whether civil, criminal or administrative, in or to which any current or former director or officer of the Company (each, an “Indemnified Party”) is, was or becomes a party or witness or other participant, or is threatened to be made a party or witness or other participant, based on, or arising out of or relating to (i) the fact that such Person is serving or did serve in the capacity of a director or officer of the Company or (ii) this Agreement or any of the transactions contemplated by this Agreement or the process leading up to the negotiation, execution and delivery of this Agreement, whether asserted or arising before or after the Closing, from and after the Closing, the Indemnified Parties will be entitled to be indemnified by Buyer from and against any losses, claims, damages (including consequential damages), liabilities, costs, legal and other expenses (including reasonable expenses of investigation and litigation and attorneys’ and other professionals’ fees and costs incurred in the investigation or defense thereof or the enforcement of rights hereunder), judgments, fines and amounts paid in settlement that are incurred by such Indemnified Parties, after deducting therefrom the amount of any insurance proceeds from a third-party insurer actually received by such Indemnified Parties in respect of such amounts (net of any costs and expenses incurred by such Indemnified Parties); provided, however, that in no event will Buyer’s obligations pursuant to this Section 3.5(a) (i) exceed $200,000 in the aggregate or (ii) extend to claims for indemnification first asserted after the first anniversary of the Closing Date.
D&O. Seller shall either (a) maintain, at no expense to the beneficiaries, in effect for six (6) years from the Closing Date, the feature in the current policies of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Seller Group with respect to matters existing or occurring at or prior to the Closing (including the Contemplated Transactions) which provides insurance to all past and present duly elected directors and officers of the Business, and which policies contain, to the extent reasonably available, terms and conditions (including, without limitation, limits of liability) that are at least as favorable in the aggregate as the terms and conditions of such current policies, or (b) purchase a fully paid six-year extended reporting period endorsement or “tail policy” with respect to the current policies of the directors’ and officers’ liability insurance maintained by the Seller Group and which insure all past and present duly elected directors and officers of the Business that contains, to the extent reasonably available, terms and conditions (including, without limitation, limits of liability) that are at least as favorable in the aggregate as the terms and conditions of such current policies, and maintain such endorsement in full force and effect for its full term.
D&O. As of the Effective Date, the Company will obtain directors and officers liability insurance coverage which shall apply to Executive with a reputable insurance company in an amount no less than customarily obtained by comparable companies and will continue to pay the premiums on, and continue in effect, such coverage during the Term.
