D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy, if available.
D&O Insurance Policy. Within 30 business days of the Effective Date the Company shall obtain and execute a directors’ and officers’ liability insurance policy for the directors and officers of the Company with coverage and deductibles as determined by the Company, after good faith consultation with Director.
D&O Insurance Policy. Notwithstanding Section 9.2(d) of the Contribution Agreement, the Parties hereby agree that iOra has presented to Pubco, the Pubco Representative, the Pubco Majority Shareholder and the Sponsor, a commercially reasonable directors and officers insurance policy capable of applying to and covering Pubco and its directors and officers as required by Section 9.2(d), and as such, the requirements of Section 9.2(d) are hereby deemed satisfied and waived in their entirety by all Parties. The Parties agree to cooperate with one another in good faith and use commercially reasonable efforts after the Closing to obtain a directors and officers’ insurance policy covering the directors and officers of Pubco and containing commercially reasonable terms mutually agreed upon by the Parties within 14-days.
D&O Insurance Policy. On or before six (6) month anniversary after the Closing Date, the Company agrees to use its best efforts to obtain an insurance policy coverage for the Company’s officers and directors with reputable insurers in the amount of such insurance coverage of at least $2,000,000 and to include the Placement Agent as an additional insured party to the directors and officers insurance coverage.
D&O Insurance Policy. Prior to the Effective Date of this Agreement, the Company will maintain directors and officers liability insurance in a commercially reasonable amount.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’ insurance policy with coverage determined annually by the Company and the Board and not less than USD1,000,000 (USD One million). The Company agrees to maintain such insurance during the term that you serve as a Director and for two years after you cease to be a director.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’ insurance policy with coverage determined annually by the Company and the Board. The Company agrees to maintain such insurance during the term that you serve as the CFO and for two years after you cease to be the CFO.
D&O Insurance Policy. On or prior to Closing Date, TangenX will purchase and fully pay the premium for (or include the premium payable as a Transaction Cost), directors’ and officers’ fiduciary Liability run-off insurance for the directors and officers of both TangenX and TangenX Holding (and errors and omissions insurance, but only to the extent that as of the date hereof TangenX and TangenX Holding have such coverage), each of which shall by its terms survive the Closing and provide run-off coverage for six years following the Closing Date for TangenX and TangenX Holding and the directors and officers of TangenX and TangenX Holding serving TangenX and TangenX Holding immediately prior to the Closing Date who, prior to the Closing Date, were covered by directors’ and officers’ liability insurance policies in which TangenX and TangenX Holding are named insureds or covered by such policies with respect to matters arising at or prior to the Closing Date. The terms of such policy are identified on Schedule 5.5 to this Agreement. TangenX shall cause such insurance to be bound not later than the Closing Date.
D&O Insurance Policy. Prior to the Closing Date, the Company shall obtain a fully-paid irrevocable “tail” insurance policy naming each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Closing Date, a director or officer of the Company as direct beneficiaries with a claims period of at least six (6) years from the Closing from the Company’s existing insurance carrier, or a reasonably equivalent alternative insurance carrier with a credit rating as good as or better than that which is held by the Company’s existing insurance carrier, with respect to directors’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing.
D&O Insurance Policy. Prior to the Closing Date, the Company will purchase and fully pay the premium for directors and officers (D&O) runoff insurance coverage, which by its terms will survive the Closing and will provide runoff coverage for not less than six years following the Closing Date, having limits, terms and conditions no less favorable in all material respects than the terms of the D&O liability insurance policies currently maintained by the Company or its Subsidiaries. Such insurance will be bound not later than the Closing Date. For a period of six years from the Closing Date, Parent shall cause the Company and its Subsidiaries to perform its obligations to any current or former director, manager, officer or person holding a comparable position at the Company or any of its Subsidiaries (an “Indemnified D&O”) to indemnify, compensate, reimburse, hold harmless, exculpate, or advance expenses to such Indemnified D&O, in each case, pursuant to the applicable provisions of the Organizational Documents of the Company and its Subsidiaries and any indemnification agreement, in each case to the extent in effect as of the date of this Agreement, and, in each case, solely with respect to actions taken by such Indemnified D&O prior to the Closing in his or her capacity as a director, manager, officer or person holding a comparable position at the Company or any of its Subsidiaries.
