Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Liberty Media and the Surviving Entity shall jointly and severally indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and any of its Subsidiaries, and any Person who is or was serving at the request of the Company as an officer or director of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.11(b), advance expenses as incurred to the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as an officer or director of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby, in each case to the fullest extent permitted under the DGCL (notwithstanding the Charter, Bylaws or similar organizational documents of the Company, the Surviving Entity, Parent or Liberty Media); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty Media or the Surviving Entity shall, subject to Section 7.11(b), advance expenses on a
Indemnification of Directors and Officers; Insurance. At the Closing, the Seller shall obtain a “tail” policy providing directors’ and officers’ liability insurance coverage, for the benefit of the Covered Persons, for a period of six (6) years following the Closing with respect to matters occurring at or prior to the Closing that is at least equal to the coverage provided under the Company’s directors’ and officers’ liability insurance policies in effect as of the date of this Agreement and which is reasonably satisfactory to the Buyer. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its Subsidiary or any of their respective directors or officers. The cost of such “tail” insurance policy shall be borne by the Buyer. “Covered Persons” means each of the Company’s and its Subsidiary’s present and former managers, directors and officers who have served in such capacities since January 1, 2006 through the Closing Date. The Buyer shall, and shall cause the Company and its Subsidiary to, maintain in effect in the certificates of incorporation and bylaws of the Company and its Subsidiary provisions with respect to indemnification and advancement of expenses that are no less favorable to the Covered Persons than they are with respect to the then-current managers, directors and officers of the Company and its Subsidiary. The obligations of the Buyer under this Section 8.1(i) shall not be terminated or modified in such a manner as to adversely affect any Covered Person to whom this Section 8.1(i) applies without the express written consent of such affected Covered Person.
Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement.
Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, the Surviving Entity shall indemnify, defend and hold harmless the present and former officers and directors of the Company and any individual who is or was serving at the request of the Company as an officer or director of another entity that is subject to the registration obligations of Section 12(g) of the Exchange Act (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.10(b), advance expenses as incurred to the fullest extent permitted under the DGCL, provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such individual is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer or director of the Company, or is or was serving at the request of the Company as an officer or director of another entity that is subject to the registration obligations of Section 12(g) of the Exchange Act, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii)
Indemnification of Directors and Officers; Insurance. (see page 86) At Prince’s option, Xxxxx will purchase from insurance carriers with comparable credit ratings, no later than the effective time, a six-year prepaid “tail policy” providing at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Ferro and its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time, including the transactions contemplated by the merger agreement subject to certain limitations; provided, however, that after the effective time, Prince and the surviving corporation will not be required to pay in the aggregate for such coverage under each such policy more than 300% of the last annual premium paid by Xxxxx before May 11, 2021 in respect of the coverage required to be obtained pursuant hereto under each such policy, but in such case will purchase as much coverage as reasonably practicable for such amount. If Ferro elects not to purchase such a “tail policy”, then Prince shall maintain, or shall cause the surviving corporation to maintain, at no expense to the beneficiaries, in effect for at least six years from the effective time the current policies of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Xxxxx with respect to matters existing or occurring at or prior to the effective time. Xxxxxx has agreed to honor and perform under, and to cause the surviving corporation to honor and perform under, all indemnification agreements entered into by Ferro or any of its subsidiaries with any indemnified party which are in effect as of the date of the merger agreement. Delisting and Deregistration of Ferro Common Stock (see page 65) As promptly as reasonably practicable following the completion of the merger, Ferro common stock will be delisted from the NYSE and deregistered under the Exchange Act. Thereafter, we will no longer be required to file periodic reports with the SEC with respect to Ferro common stock. Market Prices of Ferro Common Stock (see page 96) Ferro common stock is listed on the NYSE under the symbol “FOE”. On May 10, 2021, the last trading day prior to the public announcement of the proposed merger, the closing price per share of Ferro common stock on the NYSE was $17.58. The closing price of Ferro common stock on the NYSE on July 22, 2021, t...
Indemnification of Directors and Officers; Insurance. (a) Buyer agrees (i) that all rights to indemnification and/or advancement of expenses now existing in favor of the directors and officers of any Acquired Subsidiary (each, an “Indemnitee” and collectively, the “Indemnitees”), as provided in the Organizational Documents of such Acquired Subsidiary in effect as of the Execution Date, in each case with respect to any matters occurring prior to the Closing, shall survive the Closing and shall continue in full force and effect for a period not less than six (6) years after the Closing Date and (ii) that the Acquired Subsidiaries shall perform and discharge their respective obligations to provide such indemnification and/or advancement of expenses for a period not less than six (6) years after the Closing Date. Any indemnification and liability limitation or exculpation provisions contained in the Organizational Documents of the Acquired Subsidiaries shall not be amended, repealed or otherwise modified for a period not less than six (6) years after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were Indemnitees, unless such modification is required by applicable Law.
Indemnification of Directors and Officers; Insurance. (a) The indemnification provisions contained in the Certificate of Incorporation and Bylaws of the Company, the Articles of Association and Bylaws of SW Bank, the Articles of Incorporation and Bylaws of Fairview and the organizational documents of Xxxxxxxx shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of FBHC or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Applicable Law.
Indemnification of Directors and Officers; Insurance. (a) The indemnification provisions contained in the Certificate of Incorporation and Bylaws of the Company, the Articles of Association and Bylaws of SW Bank and the Articles of Association and Bylaws of Bay City shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of Citizens or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Applicable Law.
Indemnification of Directors and Officers; Insurance. (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation by the any member of the Company Group now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any member of the Company Group, as provided in the certificate of incorporation or by-laws of the relevant member of the Company Group, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date of this Agreement and set forth on Schedule 6.13(a), will survive the Closing Date for a period of six years after the Closing Date and will continue in full force and effect in accordance with their respective terms.
Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, the Surviving Corporation shall, and shall cause the Company Subsidiaries to, fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”) with regards to any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any proceeding, whether civil, criminal, administrative or investigative, arising out of or related to such Person’s service as a director or officer of the Company or any Company Subsidiaries or services performed by such Persons at the request of the Company or the Company Subsidiaries, including the transactions contemplated by this Agreement, in each case at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time. The Parents shall, and shall cause the Surviving Corporation to, honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement.
