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. 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. 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. Purchaser shall have received evidence that the D&O Tail Policy has been fully paid and is in effect.
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. 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 the Company for its retiring directors.
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. The Company shall have purchased the D&O Tail Policy in accordance with Section 5.8(c) hereof.
D&O Tail Policy. Buyer shall have received a copy of the D&O Tail Policy, along with written confirmation from the insurance provider that the D&O Tail Policy will be bound at the Closing.
