D&O Tail Policy. Prior to or at the Closing, the Company or the Stockholders’ Representative (on behalf of the Stockholders) will cause to be put in place, and shall fully prepay immediately prior to, and conditioned upon the occurrence of, the Effective Time, an extended reporting period endorsement under their existing directors’ and officers’ liability insurance coverage for their directors and officers, which will provide such directors and officers with coverage for six years following the Closing Date of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company or the Stockholders (the “D&O Tail Policy”). An amount equal to fifty percent (50%) of the premium for the D&O Policy shall be added to the Closing Date Cash Merger Consideration.
D&O Tail Policy. Each Purchaser acknowledges and agrees that, on or after the Closing Date, the Company shall purchase a “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy, which (a) has a claims period of six (6) years from its effective date of coverage (the “Claims Period”), (b) provides a level of coverage comparable to the coverage under the Company’s existing directors’ and officers’ liability insurance policy and (c) remains in full force and effect for the duration of the Claims Period.
D&O Tail Policy. The Company shall provide to each person who served as a Series E Director (as defined in the Subscription Agreement), any tail policy that is made available to past directors of the Company.
D&O Tail Policy. The Tail Policy referred to in Section 5.12(b) shall be effective as of the Closing Date.
D&O Tail Policy. Buyer shall have received evidence that the D&O Tail Policy has been fully paid and is in effect.
D&O Tail Policy. If Executive’s employment terminates for any reason, as promptly as practical following the date on which Executive also ceases to serve as a member of the Board, the Company shall obtain, at its cost and expense, a six year tail director and officer insurance policy covering Executive on the same terms and conditions as the similar tail director and officer insurance policies previously obtained by Company for its retiring directors.
D&O Tail Policy. The Company shall have purchased the D&O Tail Policy in accordance with Section 5.8(c) hereof.
D&O Tail Policy. The Company shall have delivered to Buyer evidence, reasonably satisfactory to Buyer, of the Company’s procurement of the D&O Tail Policy.
D&O Tail Policy. Prior to the Effective Time, Target shall purchase (and complete payment for) a “tail” officers’ and directors’ liability insurance policy covering Target and Target Indemnified Persons, which by its terms shall survive the Merger for six years following the Effective Time on limits, terms, and conditions no less favorable than the Target’s existing officers’ and directors’ liability insurance program (“D&O Tail Policy”), with the following additional conditions: (1) the D&O Tail Policy shall consist of the same coverages currently contained in Target’s Arch Corporate Canopy Policy (including without limitation D&O and entity coverage, fiduciary liability and employment practices liability coverage); (2) the D&O Tail Policy shall be endorsed in a manner that expressly provides Acquiror and the Surviving Corporation with direct rights to access the D&O Tail Policy for Side B/indemnification and Side C/entity coverages of all types (but it is the full intent of this Agreement that all insurance policy rights of Target that are transferable shall be transferred regardless of such endorsement); and (3) separate deductibles shall not change.
D&O Tail Policy. At or before Closing, at the Company’s expense, the Company will obtain liability insurance covering acts or omissions occurring before the Merger Effective Time of such governors, managers, directors or officers, under a six-year tail insurance policy approved in advance by Xxxxx (the “D&O Tail Policy”). The Parties (excluding the Sellers Representative) will cooperate with each other in all reasonable respects in connection with this Section 5.4. Notwithstanding the foregoing, the foregoing shall not be deemed to reduce or otherwise modify the Sellers’ indemnification obligations under Article 7. Buyer and Xxxxxx Sub agree that all rights to indemnification, advancement of expenses and exculpation by the Surviving Corporation as provided in the certificate of incorporation and bylaws of the Merger Sub existing as of the Closing in favor of each Person who is now, or has been at any time prior to the date hereof, an officer or director of the Company, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. The obligations of Buyer and the Surviving Corporation under this Section 5.4 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 5.4 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 5.4 applies shall be third-party beneficiaries of this Section 5.4, each of whom may enforce the provisions of this Section 5.4). In the event Buyer, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.4.
