Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum Premium.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Chemfirst Inc)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification From and exculpation from liability for acts or omissions occurring at or prior to after the Effective Time Time, Compuware will fulfill and rights honor and will cause the Surviving Corporation to advancement fulfill and honor in all respects the obligations of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and Viasoft pursuant to any existing indemnification agreements or arrangements of the Company or between Viasoft and any of its subsidiaries shall survive and their respective directors and officers (each, an "Indemnified Party") existing prior to the Merger date hereof; provided that Compuware and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintainwill have no obligation to indemnify an Indemnified Party thereunder in respect of claims, liabilities or damages arising out of a breach of a representation or covenant made by Viasoft in this Agreement knowingly and willfully caused by such Indemnified Party. From and after the Effective Time, such obligations will be the joint and several obligations of Compuware and the Surviving Corporation and, by executing this Agreement, Compuware hereby assumes such obligations. Compuware will cause to be maintained for a period of six not less than two years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to after the Effective Time under the CompanyViasoft's current directors' and officers' insurance and indemnification policy to the extent that it provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants persons who are directors and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum officers of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to Viasoft on the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereofannual premium therefor would not be in excess of 150% of the amount per annum Viasoft paid in its last full fiscal year, including coverage and amount, are no less favorable which amount has been disclosed to the Indemnified Persons than Compuware. If the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy Insurance cannot be maintained, expires or the Run-Off D&O Policy expires, is terminated or is canceled cancelled during such sixtwo-year period, the Surviving Corporation shall Compuware will use all reasonable efforts to cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons D&O Insurance as can be obtained for the remainder of such period for an aggregate annualized premium not in excess of 150% of the Maximum Premiumamount per annum Viasoft paid in its last full fiscal year, which amount has been disclosed to Compuware, on terms and conditions substantially similar to the existing D&O Insurance. The certificate of incorporation and bylaws of the Surviving Corporation will contain the same provisions with respect to indemnification and elimination of liability for monetary damages as are set forth in the certificate of incorporation and bylaws of Viasoft, which provisions will not be amended, repealed or otherwise modified from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, as of the date hereof or any time after the date hereof and prior to the Effective Time, were directors, officers, employees or agents of Viasoft or its subsidiaries, unless such modification is required by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viasoft Inc /De/), Agreement and Plan of Merger (Compuware Corporation)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification For six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain directors’ and exculpation from officers’ liability for insurance (“D&O Insurance”) in respect of acts or omissions occurring at or prior to the Effective Time covering each such Person currently covered by the Company’s D&O Insurance policy on terms with respect to coverage and rights to advancement amount no less favorable than those of expenses relating thereto now existing such policy in favor of effect on the current or former directors or officers of the Company and date hereof; provided, however, that in satisfying its subsidiaries (such persons, "Indemnified Persons"obligation under this Section 6.9(a), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that neither Parent nor the Surviving Corporation shall maintainbe obligated to pay annual premiums in excess of 300 % of Annual Premium Amount and if such premiums for such insurance would at any time exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Annual Premium Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such Persons currently covered by such policies with coverage in the same amount, and subject to the same retention, terms, conditions and exclusions of the D&O Insurance in effect immediately before Closing, for a an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% respect of the last annual premium payable with respect to the D&O Insurance prior to the date of transactions contemplated by this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation mayamount paid for such prepaid policies does not exceed 300% of the Annual Premium Amount, in lieu of maintaining if the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during premium for such six-year period“tail” or “runoff” insurance would exceed 300% of the Annual Premium Amount, then the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering maintained a “tail” or “runoff” D&O Insurance that, in the Indemnified Persons as can be obtained for Surviving Corporation’s good faith judgment, provide the remainder of such period for an aggregate maximum coverage available at a premium not in excess equal to 300% of the Maximum PremiumAnnual Premium Amount. If the Company shall elect to obtain such prepaid policies prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Indemnification, Exculpation and Insurance. (a) All rights Prior to indemnification the Offer Closing, the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” officers’ and exculpation from directors’ liability for insurance policy in respect of acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (covering each such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under person currently covered by the Company's current ’s officers’ and directors' ’ liability insurance policy on terms with respect to coverage, deductibles and officers' insurance and indemnification amounts no less favorable than those of such policy (in effect on the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium date of this Agreement for the Run-Off D&O Policy six (including any excess limits coverage purchased in connection therewith6) will year period following the Closing and at a price not to exceed the sum of (x) 250300% of the amount per annum the Company paid in its last annual premium payable with respect to the D&O Insurance full fiscal year prior to the date of this Agreement, which amount is set forth on Section 7.06(a) of the Company represents and warrants was $190,000, and Disclosure Letter (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum “Current Premium"”); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable or Parent obtains prepaid “tail” or “runoff” policies prior to obtain the Run-Off D&O Policy Effective Time in accordance with this Section 7.06(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Run-Off D&O Policy expiresSurviving Corporation or (ii) the Surviving Corporation shall, is terminated and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or is canceled during ommisions occuring prior to the Effective Time covering each such six-year periodperson currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six (6) years after the Effective Time; provided further, that in satisfying its obligation under this Section 7.06(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then Parent or the Surviving Corporation shall cause to be obtained as much directors' and officers' maintained policies of insurance covering that, in Parent or the Indemnified Persons as can be obtained for Surviving Corporation’s good faith judgment, provide the remainder of such period for maximum coverage available at an aggregate annual premium not in excess equal to 300% of the Maximum Current Premium.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Restaurant Brands International Inc.), Agreement and Plan of Merger (Popeyes Louisiana Kitchen, Inc.)
Indemnification, Exculpation and Insurance. (a) All Without limiting any additional rights that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer or director of the Company and its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to indemnification and exculpation from liability for acts (i) the fact that the Indemnified Party is or omissions was an officer or director of the Company or any of its Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and rights the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses relating thereto now existing incurred in favor the defense of any Action from Parent or the current or former directors or officers of Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and its subsidiaries (such personsCompany Bylaws as at the date hereof within 10 Business Days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided, "Indemnified Persons")that any Person to whom expenses are advanced provides an unsecured undertaking, as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) if and any existing indemnification agreements or arrangements of only to the extent required by the NRS, the Company Charter, the Company Bylaws, or any of its subsidiaries shall survive indemnification agreement in effect immediately prior to the Merger and shall Effective Time, to repay such advances if it is ultimately determined that such Person is not be amendedentitled to indemnification, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that (B) neither Parent nor the Surviving Corporation shall maintainsettle, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior compromise or consent to the Effective Time under the Company's current directors' entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and officers' insurance in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at does not include an admission of fault or prior to the Effective Time for all wrongdoing by any Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000Party or such Indemnified Party otherwise consents, and (yC) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to be obtained as much directors' and officers' insurance covering provide indemnification to the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum PremiumParties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harbin Electric, Inc), Agreement and Plan of Merger (Harbin Electric, Inc)
Indemnification, Exculpation and Insurance. (a) All rights Prior to indemnification the Merger Closing, the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” directors’ and exculpation from officers’ liability for insurance policy in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s directors’ and rights to advancement of expenses relating thereto now existing in favor of officers’ liability insurance policy and each person who becomes covered by the current or former directors or officers of the Company Company’s directors’ and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off officers’ liability insurance policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under consummation of the Company's current directors' Merger on terms with respect to coverage, deductibles and officers' insurance and indemnification amounts no less favorable than those of such policy (in effect on the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium date of this Agreement for the Run-Off D&O Policy six (including any excess limits coverage purchased in connection therewith6) will year period following the Merger Closing and at a price not to exceed the sum of (x) 250% of the amount per annum the Company paid in its last annual premium payable with respect to the D&O Insurance full fiscal year prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect has been disclosed to Parent prior to the D&O Insurance received by date of this Agreement (the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum “Current Premium"”); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable or Parent obtains prepaid “tail” or “runoff” policies prior to obtain the Run-Off D&O Policy Effective Time in accordance with this Section 7.05(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Merger Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Run-Off D&O Policy expiresSurviving Corporation or (ii) the Surviving Corporation shall, is terminated and Parent shall cause the Surviving Corporation to, maintain a directors’ and officers’ liability insurance policy in respect of acts or is canceled during ommisions occuring prior to the Effective Time covering each such six-year periodperson currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six (6) years after the Effective Time; provided further, that in satisfying its obligation under this Section 7.05(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 250% of the Current Premium and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then Parent or the Surviving Corporation shall cause to be obtained as much directors' and officers' maintained policies of insurance covering that, in Parent or the Indemnified Persons as can be obtained for Surviving Corporation’s good faith judgment, provide the remainder of such period for maximum coverage available at an aggregate annual premium not in excess equal to 250% of the Maximum Current Premium.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, Inc.)
Indemnification, Exculpation and Insurance. (a) All rights Parent shall, and shall cause the Surviving Corporation and the Company Subsidiaries to, maintain in effect indemnification, exculpation and advancement of expenses provisions no less favorable than those of the Company’s and any Company Subsidiary’s certificate of incorporation and bylaws or similar organization documents in effect immediately prior to indemnification the date hereof and honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under such indemnification, exculpation from liability and advancement of expenses provisions and under any other indemnity agreement or obligation of the Company or any Company Subsidiary with the current or former directors, officers, employees or agents of the Company and the Company Subsidiaries (the “Covered Persons”) for acts or omissions by such Covered Persons occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers extent that such obligations of the Company and its subsidiaries (such personsexist on the date of this Agreement, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of whether pursuant to the Company Charter, the Company Bylaws or any of its subsidiaries individual indemnity or other agreements to which such Covered Persons are a party, and such obligations shall survive the Merger and shall continue in full force and effect for a period of six (6) years following the Closing. During such six-year period, Parent shall, and shall cause the Surviving Corporation and the Company Subsidiaries, not be amendedto amend, repealed repeal or otherwise modified modify any such provisions or agreements in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium")Covered Person; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the Surviving Corporation may, in lieu disposition of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage such Action upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be provided under any policy issued ultimately determined by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable final non-appealable order that he or she is not entitled to the Indemnified Persons than indemnification referenced in the existing D&O Insuranceimmediately preceding sentence. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, Neither Parent nor the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can liable for any settlement effected without its written consent (which shall not be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum Premiumunreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Indemnification, Exculpation and Insurance. (a) All Bixxxx, Rook and Merger Sub each agrees that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers (the “Rook D&O Indemnified Parties”) of the Company and Rook or its subsidiaries (such persons, "Indemnified Persons"), Subsidiaries as provided in their respective articles the Rook Charter, the Rook Bylaws, the organizational documents of incorporation Rook’s Subsidiaries or by-laws (or comparable organizational documents) and in any existing indemnification agreements or arrangements of the Company contract to which Rook or any of its subsidiaries Subsidiaries is a party as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time, whether claimed prior to, at or after the Effective Time (including matters arising in connection with the transactions contemplated hereby), shall survive be assumed by the Merger Surviving Corporation and shall continue in full force and effect following the Effective Time. From and after the Effective Time, Bixxxx xhall cause the Surviving Corporation to indemnify, defend and hold harmless, and advance expenses to Rook D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that Rook would be permitted by applicable Law and to the fullest extent required by the Rook Charter, the Rook Bylaws, the organizational documents of Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as in effect on the date of this Agreement; provided, that any Rook D&O Indemnified Party to whom expenses are advanced agrees to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Rook D&O Indemnified Party is not ultimately entitled. For a period of six (6) years from and after the Effective Time, Bixxxx xhall cause the organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are no less favorable to the Rook D&O Indemnified Parties than those set forth in the Rook Charter and the Rook Bylaws as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such the Rook D&O Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum PremiumParties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Knight Transportation Inc)
Indemnification, Exculpation and Insurance. (a) All The Holdcos and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), ) as provided in their respective articles of incorporation charter (or similar constitutive documents) or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would in any manner adversely affect the rights thereunder of any such Indemnified Persons. The parties hereto agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (to the "D&O Insurance") to provide extent that it provides coverage for events occurring at or prior to the Effective Time (the "D&O Insurance") for all Indemnified Persons so long as the annual premium therefor would not be in excess of 250% (the "Run-Off D&O PolicyMaximum Premium"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, for 1997 which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium")65,000; provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off such existing D&O Policy Insurance as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance companyan insurer substantially comparable to the insurer with respect to the existing D&O Insurance, so long as the material terms thereof, including coverage and amount, thereof are no less favorable advantageous to the Indemnified Persons Parties than the existing D&O Insurance. If the Company is unable to obtain the Run-Off existing D&O Policy or the Run-Off D&O Policy Insurance expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall will use its reasonable best efforts to cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons D&O Insurance as can be obtained for the remainder of such period for an aggregate annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous in any material respect than the existing D&O Insurance.
Appears in 1 contract
Indemnification, Exculpation and Insurance. (a) All Parent agrees that all of the Company's obligations with respect to rights to indemnification indemnification, advancement of expenses and exculpation from liability liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or bythe Company Certificate, the Company By-laws or any indemnification agreement between such directors or officers and the Company (or comparable organizational documentsin each case, as in effect on the date hereof) and any existing indemnification agreements or arrangements shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Company or any of its subsidiaries Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms for not be amendedless than six years, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that and Parent shall cause the Surviving Corporation shall maintainto fulfill such indemnification obligations. Without limiting the obligations of Parent and the Surviving Corporation pursuant to the foregoing sentence, Parent will cause the Surviving Corporation to reimburse each current director of the Company for a period of six years from the Effective Time, the run-off policy such person's reasonable expenses (including any excess limits coverage purchased in connection therewithlegal fees and expenses) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company incurred in connection with the purchase investigation and defense of any claim arising out of or related to the Run-Off D&O Policy transactions contemplated hereby or by the Transaction Agreements to the extent (i) such sum, fees and expenses are not paid pursuant to the "Maximum Premium"); provided, however, that Company's insurance coverage or statutory indemnification obligations within 30 days after the receipt by the Surviving Corporation may, in lieu of maintaining an invoice therefor and (ii) it is permitted by Delaware law for a party to reimburse another for such expenses (as opposed to the Run-Off D&O Policy as provided above, cause comparable coverage more limiting provisions of Section 145 of the DGCL applicable to be provided under any policy issued the indemnification of directors by a reputable corporation). If such insurance companycoverage or statutory indemnification is paid to such person after reimbursement is made pursuant to this paragraph 6.05(a), so long as the material terms thereof, including coverage and amount, are no less favorable director receiving such reimbursement shall promptly repay the Company therefor to the Indemnified Persons than extent payment therefor has been made to the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy director under such insurance coverage or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum Premiumstatutory indemnification.
Appears in 1 contract
Samples: Agreement and Plan of Split Off and Merger (Inverness Medical Technology Inc/De)
Indemnification, Exculpation and Insurance. (a) All Prison Realty, the Acquisition Companies, CCA, PMSI and JJFMSI agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries parties hereto, or their Subsidiaries (such persons, "Indemnified Persons"), ) as provided in their respective articles of incorporation or by-laws charter (or comparable organizational similar constitutive documents) or bylaws and any existing indemnification agreements or arrangements of Prison Realty, the Company Acquisition Companies, CCA, PMSI or any of its subsidiaries JJFMSI shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would in any manner adversely affect the rights thereunder of any such Indemnified Persons. The parties hereto agree that the Surviving Corporation Prison Realty shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's each parties' current directors' and officers' insurance and indemnification policy (to the "D&O Insurance") to provide extent that it provides coverage for events occurring at or prior to the Effective Time (the "D&O Insurance") for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium")Persons; provided, however, that the Surviving Corporation Companies or Prison Realty, as appropriate, may, in lieu of maintaining the Run-Off such existing D&O Policy Insurance as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance companyan insurer substantially comparable to the insurer with respect to the existing D&O Insurance, so long as the material terms thereof, including coverage and amount, thereof are no less favorable advantageous to the Indemnified Persons Parties than the existing D&O Insurance. If the Company is unable to obtain the Run-Off existing D&O Policy or the Run-Off D&O Policy Insurance expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall Prison Realty will use its reasonable best efforts to cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons D&O Insurance as can be obtained for the remainder of such period for an aggregate premium not on terms and conditions no less advantageous in excess of any material respect than the Maximum Premiumexisting D&O Insurance.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prison Realty Trust Inc)
Indemnification, Exculpation and Insurance. (a) All The Merger Agreement provides that all rights to indemnification and exculpation from liability liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement existing at the date of expenses relating thereto now existing the Merger Agreement, in favor of the then current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable similar organizational documents) shall be assumed by the surviving corporation in the Merger, without further action, at the Effective Time and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified continue in any manner that would adversely affect full force and effect in accordance with their terms. In the rights thereunder of any such Indemnified Persons. The parties agree event that the Surviving Corporation surviving corporation in the Merger or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any person, then, and in each such case, Parent shall maintaincause proper provision to be made so that the successors and assigns of the surviving corporation assume the obligations described in this section "Indemnification, Exculpation and Insurance". In the Merger Agreement, Xxxxxx has agreed that for a period of not less than six years from after the Effective Time, the run-off policy (including any excess limits coverage purchased Parent shall maintain in connection therewith) that the Company contemplates purchasing prior to the Effective Time under effect the Company's current directors' and officers' liability insurance covering each person currently covered by the Company's directors' and indemnification officers' liability insurance policy (the "D&O Insurance") to provide coverage for events acts or omissions occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable on terms with respect to the D&O Insurance prior coverage and amounts that are no less favorable in any material respect to such directors and officers than those of such policy as in effect on the date of this the Merger Agreement; PROVIDED, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, howeverHOWEVER, that the Surviving Corporation may, in lieu (i) Parent may substitute therefor policies of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as company the material terms thereofof which, including coverage and amount, are no less favorable in any material respect to the Indemnified Persons such directors and officers than the existing D&O Insurance. If insurance coverage otherwise required by this provision of the Merger Agreement, and (ii) in no event shall Parent be required to pay aggregate premiums for insurance described in this paragraph in excess of 200% of the amount of the aggregate premiums paid by the Company is unable in respect of such coverage for the calendar year 1999; PROVIDED FURTHER, HOWEVER, that Parent shall nevertheless be obligated to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during provide such six-year period, the Surviving Corporation shall cause to be obtained coverage as much directors' and officers' insurance covering the Indemnified Persons as can may be obtained for such 200% amount. The provisions described in this paragraph are intended to be for the remainder of such period for an aggregate premium not in excess of the Maximum Premiumbenefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives.
Appears in 1 contract
Indemnification, Exculpation and Insurance. (a) All rights From and after the Effective Time, Allex Xxxtems will fulfill and honor and will cause the Surviving Corporation to fulfill and honor in all respects the obligations of Viasoft pursuant to any indemnification agreements (including those set forth in Viasoft's certificate of incorporation and exculpation from liability bylaws) between Viasoft and any of its Subsidiaries and their respective directors and officers (each, an "Indemnified Party") existing prior to the date hereof; provided that Allex Xxxtems and the Surviving Corporation will have no obligation to indemnify an Indemnified Party thereunder in respect of claims, liabilities or damages arising out of a breach of a representation or covenant made by Viasoft in this Agreement knowingly and willfully caused by such Indemnified Party. From and after the Effective Time, such obligations will be the joint and several obligations of Allex Xxxtems and the Surviving Corporation and, by executing this Agreement, Allex Xxxtems hereby assumes such obligations. Allex Xxxtems will cause to be maintained for acts or omissions a period of not less than six years after the Effective Time Viasoft's current directors' and officers' insurance and indemnification policy to the extent that it provides coverage for events occurring at or prior to the Effective Time (the "D&O Insurance") for all persons who are directors and rights officers of Viasoft on, or within one year prior to, the date of this Agreement. If the existing D&O Insurance cannot be maintained, expires or is terminated or cancelled during such six-year period, Allex Xxxtems will use all reasonable efforts to advancement cause to be obtained such equivalent D&O Insurance as can be obtained for the remainder of expenses relating thereto now existing in favor such period. The certificate of incorporation and bylaws of the current or former directors or officers Surviving Corporation will contain the same provisions with respect to indemnification and elimination of liability for monetary damages as are set forth in the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles certificate of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements bylaws of the Company or any of its subsidiaries shall survive the Merger and shall Viasoft, which provisions will not be amended, repealed or otherwise modified from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, as of the date hereof, within one year prior to the date hereof, or any such Indemnified Persons. The parties agree that time after the Surviving Corporation shall maintain, for a period of six years from date hereof and prior to the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior were directors, officers, employees or agents of Viasoft or its Subsidiaries, unless such modification is required by law and Allex Xxxtems will take all necessary action to cause such provisions to be continuously applicable to all such persons after the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum PremiumTime.
Appears in 1 contract
Indemnification, Exculpation and Insurance. (a) All rights For a period of 6 years after the Effective Time, DigitalGlobe shall, and shall cause the Surviving LLC to, indemnify and hold harmless the individuals who on or prior to indemnification the Effective Time were officers, directors and exculpation from liability for employees of GeoEye or the GeoEye Subsidiaries or were serving at the request of GeoEye as an officer, director or employee of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of GeoEye or any of the GeoEye Subsidiaries at any time prior to the Effective Time to the extent provided under the GeoEye Charter or GeoEye By-laws in effect on the date of this Agreement (including with respect to the advancement of expenses). Prior to Closing, GeoEye may, for the benefit of those Persons who are currently covered by GeoEye’s or any GeoEye Subsidiaries’ directors’ and officers’ liability insurance policies, cause coverage to be extended under such policies by obtaining a six-year “tail” policy containing terms that are at least as favorable to the insureds as the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium")Closing; provided, however, that the annualized premiums for such policy shall not be in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages obtained pursuant hereto, but in such case GeoEye may purchase as much coverage as reasonably practicable for such amount. From and after the Closing, DigitalGlobe shall, or shall cause the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided aboveLLC to, cause comparable coverage such “tail” policy to be provided under remain in full force and effect and shall not cause or permit any policy issued by a reputable insurance companyof its Affiliates to amend, so long as waive, modify or otherwise alter the material terms thereof, including coverage and amount, are no less favorable to thereunder. To the Indemnified Persons than the existing D&O Insurance. If the Company extent any claim is unable to obtain the Run-Off D&O Policy asserted or the Run-Off D&O Policy expires, is terminated or is canceled during made within such six-year period, such “tail” policy shall be continued in respect of such claim until the final disposition thereof. To the extent GeoEye does not obtain such a "tail" policy prior to the Closing, for a period of 6 years after the Effective Time, DigitalGlobe shall, or shall cause the Surviving Corporation shall LLC to, cause to be obtained as much maintained in effect the current policies of directors' ’ and officers' ’ liability insurance covering maintained by GeoEye (provided that DigitalGlobe or the Indemnified Persons Surviving LLC, as can the case may be, may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time; provided, however, that, after the Effective Time, neither DigitalGlobe nor the Surviving LLC, as the case may be, shall be obtained for the remainder of such period for an aggregate premium not required to pay annual premiums in excess of 200% of the Maximum Premiumlast annual premium paid by GeoEye prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. DigitalGlobe shall, and shall cause the Surviving LLC to, honor all indemnification agreements with the Indemnitees (including under the GeoEye By-laws) in effect as of the date of this Agreement in accordance with the terms thereof.
Appears in 1 contract
Indemnification, Exculpation and Insurance. (a) All rights to indemnification Parent shall cause the Surviving Corporation and exculpation from liability for acts or omissions occurring at or prior its Subsidiaries to: (i) indemnify (including the advancement of expenses) to the Effective Time and full extent of all rights to advancement of expenses relating thereto now existing in favor of the current or former directors or directors, managers, and officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), Subsidiaries as provided in their respective articles of incorporation any indemnification agreement which has previously been made available to Parent or by-laws (in the Company Charter or comparable Company Bylaws or other organizational documents) and any existing indemnification agreements , in each case as in effect on the date of this Agreement for acts or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events omissions occurring at or prior to the Effective Time for all Indemnified Persons a period of six (6) years after the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable Effective Time with respect to any claims against such directors, managers, or officers arising out of such acts or omissions, except as otherwise required by applicable Law; and (ii) not amend, repeal, or otherwise modify such provisions in any respect that would adversely affect such rights during the D&O Insurance period of six (6) years after the Effective Time, except as otherwise required by applicable Law. (b) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Parent) for acts or omissions occurring prior to the date of this Agreement, which the Company represents and warrants was $190,000, and Effective Time (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company including in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"transactions contemplated by this Agreement); provided, however, that the Surviving Corporation may, in lieu Parent may (i) substitute therefor policies of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable an insurance company, so long as company the material terms thereofof which, including coverage and amount, are no less favorable in any material respect to the Indemnified such Persons than the Company’s existing D&O Insurance. If policies as of the date hereof, or (ii) request that the Company is unable obtain such extended reporting period coverage under its existing insurance programs (to obtain be effective as of the Run-Off D&O Policy Effective Time); provided further, that in no event shall Parent or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause Company be required to be obtained as much directors' and officers' pay annual premiums for insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum Premium.under this
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sharps Compliance Corp)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for For a period of six (6) years from and after the Effective Time, the run-off policy Surviving Corporation shall (and the Parent will cause the Surviving Corporation to) either maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or the Company Subsidiaries or provide substitute policies for the Company and the Company Subsidiaries and its and their respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company or the Company Subsidiaries, in either case, with terms (including any excess limits coverage purchased in connection therewithwith respect to coverage, limits, conditions, retentions and amounts) that are substantially equivalent to and in any event not less favorable, in the Company contemplates purchasing prior aggregate, than those of the Company’s directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect on the date of this Agreement with respect to claims arising from facts or events that occurred at or before the Effective Time under (with insurance carriers having at least the same or better rating as the Company's ’s current directors' and officers' insurance and indemnification policy (carrier for such insurance policies), except that in no event shall the "D&O Insurance") Surviving Corporation be required to provide coverage for events occurring at or prior pay with respect to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any such insurance policies annual premiums in excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250300% of the last annual premium payable with respect to most recently paid by the D&O Insurance Company prior to the date of this Agreement, which amount is set forth in Section 6.05(a) of the Company represents and warrants was $190,000Disclosure Letter (the “Maximum Amount”), and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that if the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or insurance required by this Section 6.05(a) it shall (and the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, Parent will cause the Surviving Corporation to) obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Amount. In lieu of such insurance, prior to the Closing Date the Company may, subject to Parent’s prior written consent (which consent shall cause to not be obtained as much unreasonably withheld, conditioned or delayed), purchase “tail” directors' ’ and officers' ’ liability insurance covering the Indemnified Persons as can be obtained and fiduciary liability insurance for the remainder Company and its current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company, such tail insurance to provide limits not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to claims arising from facts or events that occurred at or before the Effective Time; provided, that, in no event shall the annual cost of any such tail insurance exceed the Maximum Amount; provided, further, that the Company’s procurement of such period for an aggregate premium not “tail” policy in excess accordance with this sentence shall be deemed to satisfy in full the Surviving Corporation’s obligations pursuant to this Section 6.05(a). The Surviving Corporation shall (and the Parent will cause the Surviving Corporation to) maintain such policies in full force and effect in accordance with the terms of the Maximum Premiumthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Helix Technologies, Inc.)
Indemnification, Exculpation and Insurance. (a) All rights The articles of incorporation and the bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability for acts or omissions occurring at or prior to set forth in the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective Company's articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements bylaws on the date of the Company or any of its subsidiaries shall survive the Merger and this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. Parent shall guarantee the obligations of the Surviving Corporation with respect to the indemnification provisions contained in the Surviving Corporation's articles of incorporation and bylaws. (b) To the extent coverage is reasonably available under the Company's current directors' and officers' liability insurance and indemnification policy (or otherwise, Parent will extend the "D&O Insurance") discovery or reporting period under such policy for up to provide coverage for events occurring at or prior to three years from the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased to maintain in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much effect directors' and officers' liability insurance covering pre-acquisition acts for those persons who are currently covered by the Indemnified Persons as can be obtained for Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) (the remainder "INDEMNIFICATION PARTIES") on terms no less favorable than the terms of such period current insurance coverage; PROVIDED, HOWEVER, that in no event shall Parent be required to expend for such three-year extension an aggregate premium not amount in excess of 150% of the Maximum Premiumannual premium currently paid by the Company for such insurance; and PROVIDED FURTHER that if the cost of such three-year extension exceeds such 150% amount, Parent shall be obligated to obtain such extension as is available for a cost not exceeding such amount. (c) In the event Parent, the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.14. (d) This Section 5.14 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, Parent, the Surviving Corporation and the Indemnified Parties, and shall be binding on all successors and assigns of Parent and the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physio Control International Corp \De\)
Indemnification, Exculpation and Insurance. (a) All Buyer agrees that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors and officers of any of the Transferred Companies as provided in the Company’s or its Subsidiaries’ certificate of incorporation or bylaws (or similar organizational documents) as in effect on the date of this Agreement or in any indemnification agreement listed in Section 6.10 of the Disclosure Schedule as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time shall be assumed and performed by the Company and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law. From the Effective Time through the sixth anniversary of the Closing Date, the certificate of incorporation and bylaws (or similar organizational documents) of the Transferred Companies shall contain, and Buyer shall cause the certificate of incorporation and bylaws (or similar organizational documents) of the Transferred Companies to so contain, provisions (applicable to the current and former directors and officers of the Company Transferred Companies as of the 45 Effective Time) no less favorable with respect to indemnification, advancement of expenses and its subsidiaries (such persons, "Indemnified Persons"), as provided exculpation than are presently set forth in their respective articles the certificate of incorporation or by-laws and bylaws (or comparable organizational governing documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified PersonsTransferred Companies. The parties agree that the Surviving Corporation shall maintain, for a period of six years from (b) Prior to the Effective Time, the run-off Company shall purchase a “tail” directors’ and officers’ liability insurance policy (including any excess limits the “Tail Policy”) for each of Transferred Companies and their current and former directors, officers and employees who are currently covered by the directors’ and officers’ liability insurance coverage purchased currently maintained by the Transferred Companies in connection therewith) a form reasonably acceptable to Buyer that the Company contemplates purchasing prior to shall provide such directors, officers and employees with coverage for six years following the Effective Time under of not less than the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including existing coverage and amount, are no have other terms not less favorable to the Indemnified Persons insured persons than the existing D&O Insurancedirectors’ and officers’ liability insurance coverage currently maintained by the Transferred Companies. If Following the Company is unable Effective Time, Buyer shall maintain such policy in full force and effect, and continue to obtain honor the Run-Off D&O Policy obligations thereunder. (c) In the event that Buyer, any of the Transferred Companies or any of their successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing company or entity of such consolidation or merger, or (ii) transfer all or substantially all its properties and assets to any Person, then, and in each such case, Buyer shall cause proper provision to be made so that the successor and assign of Buyer or the Run-Off D&O Policy expiresapplicable Transferred Company assumes the obligations set forth in this Section 6.10. (d) The rights of the indemnified Persons under this Section 6.10 shall be in addition to (and not in limitation of) any rights such Persons may have under the certificate of incorporation or bylaws (or similar organizational documents) of any of the Transferred Companies, is terminated or is canceled during such six-year period, under any applicable Contracts or Laws. (e) The provisions of this Section 6.10 shall survive consummation of the Surviving Corporation shall cause Share Purchase and are intended to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum Premium.benefit of, and shall be enforceable by, each indemnified party, his or her heirs and his or her legal representatives Section 6.11
Appears in 1 contract
Samples: Stock Purchase Agreement
Indemnification, Exculpation and Insurance. (a) All rights For a period of 6 years after the Effective Time, DigitalGlobe shall, and shall cause the Surviving LLC to, indemnify and hold harmless the individuals who on or prior to indemnification the Effective Time were officers, directors and exculpation from liability for employees of GeoEye or the GeoEye Subsidiaries or were serving at the request of GeoEye as an officer, director or employee of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of GeoEye or any of the GeoEye Subsidiaries at any time prior to the Effective Time to the extent provided under the GeoEye Charter or GeoEye By-laws in effect on the date of this Agreement (including with respect to the advancement of expenses). Prior to Closing, GeoEye may, for the benefit of those Persons who are currently covered by GeoEye’s or any GeoEye Subsidiaries’ directors’ and officers’ liability insurance policies, cause coverage to be extended under such policies by obtaining a six-year “tail” policy containing terms that are at least as favorable to the insureds as the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium")Closing; provided, however, that the annualized premiums for such policy shall not be in excess of 200% of the last annual premium paid by GeoEye prior to the date hereof in respect of the coverages obtained pursuant hereto, but in such case GeoEye may purchase as much coverage as reasonably practicable for such amount. From and after the Closing, DigitalGlobe shall, or shall cause the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided aboveLLC to, cause comparable coverage such “tail” policy to be provided under remain in full force and effect and shall not cause or permit any policy issued by a reputable insurance companyof its Affiliates to amend, so long as waive, modify or otherwise alter the material terms thereof, including coverage and amount, are no less favorable to thereunder. To the Indemnified Persons than the existing D&O Insurance. If the Company extent any claim is unable to obtain the Run-Off D&O Policy asserted or the Run-Off D&O Policy expires, is terminated or is canceled during made within such six-year period, such “tail” policy shall be continued in respect of such claim until the final disposition thereof. To the extent GeoEye does not obtain such a “tail” policy prior to the Closing, for a period of 6 years after the Effective Time, DigitalGlobe shall, or shall cause the Surviving Corporation shall LLC to, cause to be obtained as much maintained in effect the current policies of directors' ’ and officers' ’ liability insurance covering maintained by GeoEye (provided that DigitalGlobe or the Indemnified Persons Surviving LLC, as can the case may be, may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time; provided, however, that, after the Effective Time, neither DigitalGlobe nor the Surviving LLC, as the case may be, shall be obtained for the remainder of such period for an aggregate premium not required to pay annual premiums in excess of 200% of the Maximum Premiumlast annual premium paid by GeoEye prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. DigitalGlobe shall, and shall cause the Surviving LLC to, honor all indemnification agreements with the Indemnitees (including under the GeoEye By-laws) in effect as of the date of this Agreement in accordance with the terms thereof.
Appears in 1 contract
Indemnification, Exculpation and Insurance. For a period of six (a6) All years from and after the effective time, Helix, as the surviving corporation in the merger, will (and Forian will cause Helix to) either maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Helix or Helix’s subsidiaries or provide substitute policies for Helix and Helix’s subsidiaries and its and their respective current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Helix or Helix’s subsidiaries, in either case, with terms (including with respect to coverage, limits, conditions, retentions and amounts) that are substantially equivalent to and in any event not less favorable, in the aggregate, than those of Helix’s directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect on the date of the merger agreement with respect to claims arising from facts or events that occurred at or before the effective time (with insurance carriers having at least the same or better rating as Helix’s current insurance carrier for such insurance policies), except that in no event will Helix, as the surviving corporation in the merger, be required to pay with respect to such insurance policies annual premiums in excess of 300% of the annual premium most recently paid by Helix prior to the date of the merger agreement (which we refer to as the maximum amount), and if Helix, as the surviving corporation in the merger, is unable to obtain the insurance required by the merger agreement, it will (and Forian will cause Helix, as the surviving corporation in the merger, to) obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Amount. In lieu of such insurance, prior to the closing date of the merger, Helix may, subject Forian’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), purchase ‘‘tail’’ directors’ and officers’ liability insurance and fiduciary liability insurance for Helix and its current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Helix, such tail insurance to provide limits not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by Helix with respect to claims arising from facts or events that occurred at or before the effective time; provided, that, in no event will the annual cost of any such tail insurance exceed the maximum amount; provided, further, that Helix’s procurement of such ‘‘tail’’ policy will be deemed to satisfy in full the obligations of Helix, as the surviving corporation in the merger, to procure such insurance. Helix, as the surviving corporation in the merger, will (and Forian will cause Helix, as the surviving corporation in the merger, to) maintain such policies in full force and effect in accordance with the terms of the merger agreement. For a period of six (6) years from and after the effective time (which we refer to as the indemnity period), Forian agrees that all rights to indemnification indemnification, reimbursement, advancement of legal fees and expenses and exculpation from liability liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto effective time now existing in favor of the current or former directors or officers of the Company Helix and its Helix’s subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles certificates of incorporation or by-laws bylaws (or comparable organizational documents) and any existing indemnification or other similar agreements or arrangements of the Company Helix or any of Helix’s Subsidiaries, in each case as in effect on the date of the merger agreement and the closing date of the merger, will continue in full force and effect in accordance with their terms (it being agreed that after the closing of the merger, such rights will be mandatory rather than permissive, if applicable). Forian will cause the certificate of incorporation, bylaws or other organizational or governing documents of Helix, as the surviving corporation in the merger, and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are no less favorable to the current or former directors, officers or employees of Helix and Helix’s subsidiaries shall survive than those set forth in the Merger certificates of incorporation and shall bylaws of Helix and Helix’s subsidiaries’ (or equivalent organizational and governing documents) as of the date of the merger agreement, which provisions thereafter until the end of the indemnity period will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Personscurrent or former directors, officers or employees of Helix and Xxxxx’s Subsidiaries. The parties agree Without limiting the foregoing, during the indemnity period, Helix, as the surviving corporation in the merger, agrees that it will indemnify and hold harmless each individual who was prior to or is as of the Surviving Corporation shall maintaindate of the merger agreement, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing or who becomes prior to the Effective Time under effective time, a director or officer of Helix or any of Helix’s subsidiaries or who was prior to or is as of the Company's current directors' closing date of the merger, or who thereafter commences prior to the effective time, serving at the request of Helix or any of Helix’s Subsidiaries as a director or officer of another person or entity (which we refer to as an indemnified party), against all claims, losses, liabilities, damages, judgments, inquiries, fines and officers' insurance fees, costs and indemnification policy expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (the "D&O Insurance") including with respect to provide coverage for events matters existing or occurring at or prior to the Effective Time for all Indemnified Persons effective time (including the "Run-Off D&O Policy"merger agreement and the merger and the other transactions and actions contemplated by the merger agreement). The Company covenants and agrees ), arising out of or pertaining to the fact that the total premium for indemnified party is or was a director or officer of Helix or any Helix subsidiary or is or was serving at the Run-Off D&O Policy (including request of Helix or any excess limits coverage purchased in connection therewith) Helix subsidiary as a director or officer of another person or entity prior to the effective time, whether asserted or claimed prior to, at or after the effective time, to the fullest extent permitted under applicable law; provided, that such indemnification will not exceed be subject to any limitation imposed from time to time under applicable law. In the sum event of any such claim, action, suit or proceeding, (x) 250% each indemnified party will be entitled to advancement of expenses incurred in the last annual premium payable with respect defense of any such claim, action, suit or proceeding from Helix, as the surviving corporation in the merger, within twenty (20) Business Days of receipt by Helix, as the surviving corporation in the merger, from the indemnified party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the D&O Insurance prior extent required by the DGCL or the certificate of incorporation or bylaws (or comparable organizational documents) or any such indemnification agreement or similar agreement of or with, as the case may be, Helix, as the surviving corporation in the merger, to the date of this Agreement, which the Company represents and warrants was $190,000, repay such advances if it is ultimately determined by final non-appealable adjudication that such person is not entitled to indemnification and (y) Helix, as the amount surviving corporation in the merger, and such indemnified party will cooperate with each other in the defense of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum Premiummatter.
Appears in 1 contract
Samples: Merger Agreement
Indemnification, Exculpation and Insurance. (a) All rights Prior to indemnification the Closing, the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” officers’ and exculpation from directors’ liability for insurance policy in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and rights directors’ liability insurance policy on terms with respect to advancement coverage, deductibles and amounts no less favorable than those of expenses relating thereto now existing such policy in favor effect on the date of this Agreement for the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or bysix-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a year period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the following Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") at a price not to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250300% of the amount per annum the Company paid in its last annual premium payable with respect to the D&O Insurance full fiscal year prior to the date of this Agreement, which amount is set forth on Section 6.06(a) of the Company represents and warrants was $190,000, and Disclosure Letter (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum “Current Premium"”); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable or Parent obtains prepaid “tail” or “runoff” policies prior to obtain the Run-Off D&O Policy Effective Time in accordance with this Section 6.06(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Run-Off D&O Policy expiresSurviving Corporation or (ii) the Surviving Corporation shall, is terminated and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or is canceled during omissions occurring prior to the Effective Time covering each such six-year periodperson currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six years after the Effective Time; provided further, that in satisfying its obligation under this Section 6.06(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then Parent or the Surviving Corporation shall cause to be obtained as much directors' and officers' maintained policies of insurance covering that, in Parent or the Indemnified Persons as can be obtained for Surviving Corporation’s good faith judgment, provide the remainder of such period for maximum coverage available at an aggregate annual premium not in excess equal to 300% of the Maximum Current Premium.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wsi Industries, Inc.)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liability for acts or omissions occurring Parent agrees that at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from all times after the Effective Time, it shall indemnify, or shall cause the run-off policy (including Westvaco Surviving Corporation to indemnify, each person who is now, or has been at any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance time prior to the date of this Agreement, which the Company represents and warrants was $190,000a director or officer of Westvaco, and (y) the amount any of its subsidiaries or affiliates, or of any pro rata return premium of its successors and assigns (individually a "WESTVACO INDEMNIFIED PARTY" and collectively the "WESTVACO INDEMNIFIED PARTIES"), to the same extent and in the same manner as is now provided in the Westvaco Certificate or its by-laws or otherwise in effect on the date hereof (pursuant to an indemnification agreement or otherwise), with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the D&O Insurance received by Effective Time. Parent shall, or shall cause the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Westvaco Surviving Corporation mayto, maintain in lieu effect for not less than six years after the Effective Time the current policies of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' liability insurance covering maintained by Westvaco on the Indemnified Persons date hereof; PROVIDED, HOWEVER, that Parent or the Westvaco Surviving Corporation may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as can insured) with respect to matters existing or occurring at or prior to the Effective Time; and PROVIDED, FURTHER, that if the aggregate annual premiums for such policies at any time during such period will exceed 150% of the per annum premium rate paid by Westvaco and its subsidiaries as of the date hereof for such policies, then Parent shall, or shall cause the Westvaco Surviving Corporation to, provide only such coverage as will then be obtained for the remainder available at an annual premium equal to 150% of such period rate (or, if greater, the amount paid for an aggregate premium not in excess of the Maximum Premiuminsurance pursuant to Section 6.4(b)).
Appears in 1 contract
Indemnification, Exculpation and Insurance. (a) All rights Prior to indemnification the Closing, Parent and exculpation from the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” officers’ and directors’ liability for insurance policy in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company’s officers’ and rights directors’ liability insurance policy on terms with respect to advancement coverage, deductibles and amounts no less favorable than those of expenses relating thereto now existing such policy in favor effect on the date of this Agreement for the current or former directors or officers of the Company and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company or any of its subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a six year period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the following Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") at a price not to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250300% of the amount per annum the Company paid in its last annual premium payable with respect to the D&O Insurance full fiscal year prior to the date of this Agreement, which amount is set forth on Section 6.06(a) of the Company represents and warrants was $190,000, and Disclosure Letter (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum “Current Premium"”); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable or Parent obtains prepaid “tail” or “runoff” policies prior to obtain the Run-Off D&O Policy Effective Time in accordance with this Section 6.06(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Closing, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Run-Off D&O Policy expiresSurviving Corporation or (ii) the Surviving Corporation shall, is terminated and Parent shall cause the Surviving Corporation to, maintain an officers’ and directors’ liability insurance policy in respect of acts or is canceled during omissions occurring prior to the Effective Time covering each such six-year periodperson currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six years after the Effective Time; provided further, that in satisfying its obligation under this Section 6.06(a)(ii), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then Parent or the Surviving Corporation shall cause to be obtained as much directors' and officers' maintained policies of insurance covering that, in Parent or the Indemnified Persons as can be obtained for Surviving Corporation’s good faith judgment, provide the remainder of such period for maximum coverage available at an aggregate annual premium not in excess equal to 300% of the Maximum Current Premium.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Buffalo Wild Wings Inc)
Indemnification, Exculpation and Insurance. (a) All Xxxxxx, Rook and Merger Sub each agrees that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or officers (the “Rook D&O Indemnified Parties”) of the Company and Rook or its subsidiaries (such persons, "Indemnified Persons"), Subsidiaries as provided in their respective articles the Rook Charter, the Rook Bylaws, the organizational documents of incorporation Rook’s Subsidiaries or by-laws (or comparable organizational documents) and in any existing indemnification agreements or arrangements of the Company contract to which Rook or any of its subsidiaries Subsidiaries is a party as in effect on the date of this Agreement for acts or omissions occurring prior to the Effective Time, whether claimed prior to, at or after the Effective Time (including matters arising in connection with the transactions contemplated hereby), shall survive be assumed by the Merger Surviving Corporation and shall continue in full force and effect following the Effective Time. From and after the Effective Time, Xxxxxx shall cause the Surviving Corporation to indemnify, defend and hold harmless, and advance expenses to Rook D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that Rook would be permitted by applicable Law and to the fullest extent required by the Rook Charter, the Rook Bylaws, the organizational documents of Rook’s Subsidiaries or in any contract to which Rook or any of its Subsidiaries is a party as in effect on the date of this Agreement; provided, that any Rook D&O Indemnified Party to whom expenses are advanced agrees to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Rook D&O Indemnified Party is not ultimately entitled. For a period of six (6) years from and after the Effective Time, Xxxxxx shall cause the organizational documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are no less favorable to the Rook D&O Indemnified Parties than those set forth in the Rook Charter and the Rook Bylaws as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such the Rook D&O Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable with respect to the D&O Insurance prior to the date of this Agreement, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum PremiumParties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SWIFT TRANSPORTATION Co)
Indemnification, Exculpation and Insurance. (a) All rights Prior to indemnification the Effective Time, the Company shall use its reasonable best efforts to purchase a “tail” or “runoff” directors’ and exculpation from officers’ liability for insurance policy in respect of acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor covering each such person covered as of the current or former directors or officers date of this Agreement by the Company Company’s directors’ and its subsidiaries (such persons, "Indemnified Persons"), as provided in their respective articles of incorporation or by-laws (or comparable organizational documents) officers’ liability insurance policy and any existing indemnification agreements or arrangements of each person who becomes covered by the Company or any of its subsidiaries shall survive the Merger Company’s directors’ and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off officers’ liability insurance policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the Company's current directors' and officers' insurance and indemnification policy date of this Agreement for the six (the "D&O Insurance"6) to provide coverage for events occurring at or prior to year period following the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will at an aggregate price not to exceed the sum of (x) 250300% of the aggregate amount per annum the Company paid in its last annual premium payable with respect to the D&O Insurance full fiscal year prior to the date of this Agreement, which amount is set forth on Section 7.05(a) of the Company represents and warrants was $190,000, and Disclosure Letter (y) the amount of any pro rata return premium with respect to the D&O Insurance received by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum “Current Premium"”); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable or Parent obtains prepaid “tail” or “runoff” policies prior to obtain the Run-Off D&O Policy Effective Time in accordance with this Section 7.05(a), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect for their full term, and continue to perform and satisfy the obligations thereunder. If the Company fails to purchase such “tail” or “runoff” policy prior to the Effective Time, then either (i) Parent may purchase such “tail” or “runoff” policy on behalf of the Company or the Run-Off D&O Policy expiresSurviving Corporation or (ii) the Surviving Corporation shall, is terminated and Parent shall cause the Surviving Corporation to, maintain a directors’ and officers’ liability insurance policy in respect of acts or is canceled during omissions occurring prior to the Effective Time covering each such six-year periodperson currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect as of the date of this Agreement for a period of six (6) years after the Effective Time; provided further, that in satisfying its obligation under this Section 7.05(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in an aggregate amount in excess of 300% of the Current Premium and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then Parent or the Surviving Corporation shall cause to be obtained as much directors' and officers' maintained policies of insurance covering that, in Parent or the Indemnified Persons as can be obtained for Surviving Corporation’s good faith judgment, provide the remainder of such period for maximum coverage available at an annual aggregate premium not in excess equal to 300% of the Maximum Current Premium.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aimmune Therapeutics, Inc.)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liability liabilities for acts acts, omissions or omissions other matters occurring or existing at or prior to the ISR Effective Time and rights to advancement of expenses relating thereto now existing in favor of the current or former directors or and officers of the Company Valor and its subsidiaries Subsidiaries (such persons, "the “D&O Indemnified Persons"), Parties”) as provided in their respective articles the Valor Charter, the governing documents of incorporation Valor’s Subsidiaries or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements specifically identified in Section 8.18(a) of the Company Valor Disclosure Schedule between Valor or any of its subsidiaries Subsidiaries and any of the D&O Indemnified Parties (in each case, as in effect on the date hereof or, if amended between the date hereof and the ISR Effective Time pursuant to Section 7.1 of the Valor Disclosure Schedule, in effect as of the ISR Effective Time) shall be assumed by the ISR Surviving Company in the ISR Merger, without further action, as of the ISR Effective Time and shall survive the ISR Merger and shall continue in full force and effect to the fullest extent allowable under applicable Law, and Holdco shall cause the ISR Surviving Company to so honor such agreements, including, to the extent necessary, by providing funds to ensure compliance therewith. Without limiting the foregoing, Holdco, from and after the ISR Effective Time until at least seven (7) years from the ISR Effective Time, shall cause, unless otherwise required by applicable Law, the Articles of Association of ISR Surviving Company and the governing documents of its Subsidiaries (to the extent such Subsidiaries exist as of the ISR Effective Time) to contain provisions no less favorable to the D&O Indemnified Parties with respect to exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement in the Valor Charter and the governing documents of Valor’s Subsidiaries, which provisions shall not be amended, repealed or otherwise modified in any a manner that would adversely affect the rights thereunder of any such the D&O Indemnified Persons. The parties agree that the Surviving Corporation shall maintain, for a period of six years from the Effective Time, the run-off policy (including any excess limits coverage purchased in connection therewith) that the Company contemplates purchasing prior to the Effective Time under the Company's current directors' and officers' insurance and indemnification policy (the "D&O Insurance") to provide coverage for events occurring at or prior to the Effective Time for all Indemnified Persons (the "Run-Off D&O Policy"). The Company covenants and agrees that the total premium for the Run-Off D&O Policy (including any excess limits coverage purchased in connection therewith) will not exceed the sum of (x) 250% of the last annual premium payable Parties with respect to the D&O Insurance prior to the date exculpation and limitation of this Agreementliabilities or insurance and indemnification, which the Company represents and warrants was $190,000, and (y) the amount of any pro rata return premium with respect to the D&O Insurance received unless otherwise required by the Company in connection with the purchase of the Run-Off D&O Policy (such sum, the "Maximum Premium"); provided, however, that the Surviving Corporation may, in lieu of maintaining the Run-Off D&O Policy as provided above, cause comparable coverage to be provided under any policy issued by a reputable insurance company, so long as the material terms thereof, including coverage and amount, are no less favorable to the Indemnified Persons than the existing D&O Insurance. If the Company is unable to obtain the Run-Off D&O Policy or the Run-Off D&O Policy expires, is terminated or is canceled during such six-year period, the Surviving Corporation shall cause to be obtained as much directors' and officers' insurance covering the Indemnified Persons as can be obtained for the remainder of such period for an aggregate premium not in excess of the Maximum Premiumapplicable Law.
Appears in 1 contract
Samples: Business Combination Agreement (HeartWare International, Inc.)
