Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current directors and officers ("Indemnified Parties") of the Company for acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation for a period of not less than six years from the Effective Time.

Appears in 4 contracts

Samples: 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/)

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Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current directors and officers ("Indemnified Parties") of the Company for acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws (as in effect as of the date of this Agreement) and as provided in the any indemnification agreements between the Company and said officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by Parent and the Surviving Corporation for a period of not less than six (6) years from the Effective Time.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al), Agreement and Plan of Merger and Reorganization (Lipson David S)

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current those Persons who are or have at any time been directors and officers ("Indemnified Parties") of the Company (the "INDEMNIFIED PERSONS") for their acts and omissions occurring prior to the Effective Time, as provided in the Company's Company Bylaws (and certificate of incorporation as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of not less than six years from the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Superior Consultant Holdings Corp), Agreement and Plan of Merger (Affiliated Computer Services Inc)

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current directors and officers ("Indemnified Parties") of the Company for acts and omissions occurring prior to the Effective TimeClosing, as provided in the 14. Company's Certificate of Incorporation or Bylaws (as in effect as of the date of this Agreement) and as provided in the any indemnification agreements between the Company and said officers and directors (as in effect as of at the date of this AgreementClosing), shall survive the Merger Closing and shall be the obligation of and observed by the Surviving Corporation Company for a period of not less than six (6) years from and after the Effective TimeClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orient Semiconductor Electronics LTD)

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current directors and officers ("Indemnified Parties") of the Company for acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws bylaws (as in effect as of the date of this Agreement) and as provided in the any indemnification agreements between the Company and said officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation for a period of not less than six (6) years from the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Megabios Corp)

Indemnification of Officers and Directors. (a) All rights to indemnification existing for acts or omissions occurring at or prior to the Effective Time in favor of the current directors and officers ("Indemnified Parties") of the Company for acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws (as in effect as ’s certificate of incorporation and bylaws immediately prior to the date of this Agreement) and as provided in Effective Time or the indemnification agreements between the Company and said officers and directors (as identified in effect as Part 2.10(a)(iv) of the date of this Agreement), Disclosure Schedule shall survive the Merger and shall be observed by the Surviving Corporation continue in full force and effect in accordance with their terms for a period of not less than six years from following the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dot Hill Systems Corp)

Indemnification of Officers and Directors. (a) All From and after the Effective Time and for a period of six years thereafter, Parent shall, and shall cause the Surviving Corporation to, fulfill and honor in all respects the rights to indemnification existing in favor of present and former directors, officers and employees of the current directors and officers Company (the "Indemnified Parties") ), respectively, to be indemnified and held harmless as provided for in the certificate of incorporation, bylaws and indemnity agreements of the Company for as in effect on the date of this Agreement, with respect to acts and omissions occurring on or prior to the Effective Time, as provided in the Company's Bylaws (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation for a period of not less than six years from the Effective Time.

Appears in 1 contract

Samples: Merger and Reorganization (Pharmacopeia Inc)

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Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current those Persons who are directors and officers ("Indemnified Parties") of the Company as of the date of this Agreement (the "Indemnified Persons") for their acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws or Articles of Organization (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said officers and directors (as in effect as of at the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent permitted by Massachusetts law for a period of not less than six (6) years from the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peritus Software Services Inc)

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current those Persons who are or have at any time been directors and officers ("Indemnified Parties") of the Company (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws (’s bylaws and certificate of incorporation as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of not less than six (6) years from the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Systems & Computer Technology Corp)

Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of the current those Persons who are or have at any time been directors and officers ("Indemnified Parties") of the Company (the "Indemnified Persons") for their acts and omissions occurring prior to the Effective Time, as provided in the Company's Bylaws (bylaws and certificate of incorporation as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said officers and directors (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of not less than six years from the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Caminus Corp)

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