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 Delaware General Corporation Law, or (iv) for any transaction from the director derived an improper personal benefit.

Appears in 2 contracts

Samples: Merger Agreement (Andrew Corp), Agreement and Plan of Merger (Allen Telecom Inc)

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Elimination of Certain Liability of Directors. A No director of the Corporation shall not be held personally liable to the Corporation or its stockholders for monetary damages of any kind 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 Delaware General Corporation LawDGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Opto Circuits (India) LTD), Agreement and Plan of Merger (Cardiac Science CORP)

Elimination of Certain Liability of Directors. A director of the Corporation corporation shall not be personally liable to the Corporation 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 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 Delaware General Corporation Law, or (iv) for any transaction from the director derived an improper personal benefit.

Appears in 1 contract

Samples: Merger Agreement (Andrew Corp)

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Elimination of Certain Liability of Directors. A director of the Corporation corporation shall not be personally liable to the Corporation 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 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 Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

Appears in 1 contract

Samples: Merger Agreement (Andrew Corp)

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