Common use of Liability of Directors Clause in Contracts

Liability of Directors. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flexion Therapeutics Inc), Agreement and Plan of Merger (Pacira BioSciences, Inc.)

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Liability of Directors. A director of the Corporation this corporation shall not be liable to the Corporation corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Trius Therapeutics Inc)

Liability of Directors. A To the fullest extent permitted by the General Corporation Law of the State of Delaware, as its presently exists or may hereafter be amended from time to time, a director of the Corporation this corporation shall not be personally liable to the Corporation corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)

Liability of Directors. A director of the Corporation shall this corporation will not be liable to the Corporation this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 shall will apply to to, or have any effect on on, the liability or alleged liability of any director of the Corporation for this corporation for, or with respect to to, any acts or omissions of such director occurring prior to such amendment or repeal. * Confidential treatment requested.

Appears in 1 contract

Samples: Merger Agreement (Aptalis Pharma Inc)

Liability of Directors. A director of the Corporation this corporation shall not be liable to the Corporation corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 7 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

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Liability of Directors. A director of the Corporation shall this corporation will not be liable to the Corporation this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 shall will apply to to, or have any effect on on, the liability or alleged liability of any director of the Corporation for this corporation for, or with respect to to, any acts or omissions of such director occurring prior to such amendment or repeal.

Appears in 1 contract

Samples: Merger Agreement (Aptalis Holdings Inc.)

Liability of Directors. A director of the Corporation this corporation shall not be liable to the Corporation corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware DGCL as in effect at the time such liability is determined. No amendment or repeal of this paragraph 8 9 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.. EXHIBIT C

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)

Liability of Directors. A director of the this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation such exemption from liability or limitation thereof is not permitted under the General Corporation Law of Law, as the State of Delaware as in effect at the time such liability is determinedsame exists or may hereafter be amended. No amendment Any amendment, modification or repeal of this paragraph 8 the foregoing sentence shall apply to not adversely affect any right or have any effect on the liability or alleged liability protection of any a director of the Corporation for or existing hereunder with respect to any acts act or omissions of such director omission occurring prior to or at the time of such amendment amendment, modification or repeal.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Margo Nursery Farms Inc)

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