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 (Walker Jeffrey Clinton), Business Combination Agreement (Ogilvie Bruce a Jr), Registration Rights Agreement (Minerva Surgical 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 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: Agreement and Plan of Merger (IMARA Inc.), Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger and Reorganization (Amprius Technologies, Inc.), Agreement and Plan of Merger (Otonomo Technologies Ltd.)
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
