Common use of Effect of Repeal or Modification Clause in Contracts

Effect of Repeal or Modification. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

Appears in 10 contracts

Samples: Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Walker Jeffrey Clinton), Share Purchase Agreement (Minerva Surgical Inc)

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Effect of Repeal or Modification. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

Appears in 5 contracts

Samples: Merger Agreement (IMARA Inc.), Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc)

Effect of Repeal or Modification. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding Proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

Appears in 2 contracts

Samples: Merger Agreement (Amprius Technologies, Inc.), Merger Agreement (Otonomo Technologies Ltd.)

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Effect of Repeal or Modification. A right to indemnification or to advancement of expenses arising under a provision of the certificate Certificate of incorporation Incorporation or a bylaw these Bylaws shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate Certificate of incorporation Incorporation or these bylaws Bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding Proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

Appears in 1 contract

Samples: Merger Agreement (HashiCorp, Inc.)

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