Common use of Elimination of Certain Liability of Directors Clause in Contracts

Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Appears in 3 contracts

Samples: Merger Agreement (Amscan Holdings Inc), Merger Agreement (Confetti Acquisition Inc), Merger Agreement (JCS Realty Corp)

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Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's ’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCLDelaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation Corporation shall be eliminated or limited to the fullest extent permitted by the DGCLDelaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to at the time of such repeal or modification.

Appears in 3 contracts

Samples: Merger Agreement (DSP Group Inc /De/), Merger Agreement (DSP Group Inc /De/), Merger Agreement (ATN International, Inc.)

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Elimination of Certain Liability of Directors. A To the fullest extent permitted by the General Corporation Law of the State of Delaware, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's ’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCLGeneral Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation Corporation shall be eliminated or limited to the fullest extent permitted by the DGCLGeneral Corporation Law of the State of Delaware, as so amended. Any repeal or modification of the foregoing paragraph this provision shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to at the time of such repeal or modification.

Appears in 2 contracts

Samples: Merger Agreement (Solarcity Corp), Merger Agreement (Affymetrix Inc)

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