Officer and Director Insurance. The Parties shall use their commercially reasonable efforts to obtain officer and director liability insurance for the directors and executive officers of Ameralink and its subsidiaries after the Closing in mutually acceptable amounts with insurers with acceptable financial responsibility.
Officer and Director Insurance. After the Effective Time, Fiserv shall take all actions to ensure that the Surviving Corporation complies with its obligations set forth in Section 6.17 of the Merger Agreement. To the extent not paid prior to the Effective Time, Fiserv shall cause the Surviving Corporation to pay half the premium for any "tail coverage" policy acquired, and BIG agrees to pay the other half of the premium for any such "tail coverage" policy acquired plus any premium payable in respect of naming BIG as an additional insured under such policy.
Officer and Director Insurance. (i) For so long as Holdings has a representative on the Company Board and for a period of six (6) years following the date on which Holdings no longer has a representative on the Company Board, the Company shall maintain the current policies of directors’ and officers’ liability insurance maintained by the Company or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous than the current policies so long as the Company is not required to pay an annual premium in excess of 200% of the last annual premium paid by the Company for such insurance prior to the date of this Agreement (such 200% amount being the “Maximum Premium”). If the Company is unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, it shall instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. The Company represents that the Maximum Premium is $519,000. Notwithstanding the forgoing, if Holdings no longer has a representative on the Company Board, the Company may purchase from an insurance carrier with the same or better rating as the Company’s current insurance carrier a fully prepaid “tail” insurance policy with respect to directors’ and officers’ liability insurance with respect to claims against such representative(s) for a claims period of at least six (6) years from the time such representative no longer serves on the Company Board in amount and scope at least as favorable as the Company’s existing policies for claims arising from facts or events that occurred prior to the time of such representative’s departure from the Company Board.
(ii) The Company will enter into the OXiGENE Board Indemnification Agreement, a form of which is attached as Exhibit B hereto, with the representatives that Holdings nominates to the Company Board pursuant to Section 4.03(e) upon such representatives becoming members of the Company Board.
Officer and Director Insurance. Prior to the Effective Time, the Company shall procure appropriate “tail insurance coverage” to cover the Company’s current officers and directors for claims based on conduct occurring prior to the Effective Time, but made after such time, which coverage shall be substantially similar to the officer and director liability coverage currently maintained by the Company. The Surviving Corporation shall maintain such coverage for a period of not less than four (4) years following the Effective Date or, in the event such coverage is not available for such four-year period, such maximum lesser period as is available, but not for less than three years. The Surviving Corporation shall take no action that would lead to the termination or modification of such coverage prior to the expiration of such tail period. Notwithstanding the foregoing, in the event that the aggregate amount of the annual premiums for the coverage otherwise required pursuant to this Section 5.11 exceeds 175% of the amount of the annual premium paid as of the date hereof by the Company for such coverage or equivalent coverage, the Surviving Corporation shall use all reasonable efforts to maintain the most advantageous policies of tail insurance coverage obtainable for annual premiums equal in aggregate to no more than 175% of the amount of the annual premium paid as of the date hereof by the Company for such coverage.
Officer and Director Insurance. Prior to Closing, BOKF shall obtain on a prepaid basis tail insurance coverage for a period of not less than three (3) years after the Closing for the acts and omissions of the officers and directors of WBI and Bank occurring prior to the Closing. Such tail insurance shall be comparable WBI and Bank directors' and officers' liability insurance in existence prior to Closing.
Officer and Director Insurance. The Company shall maintain at all times a ------------------------------ policy of Directors and Officers Liability Insurance protecting Executive from a reputable insurance carrier reasonably satisfactory to Executive with minimum coverage of $2,000,000.
Officer and Director Insurance. (a) The Buyer shall use its reasonable best efforts to cause the persons serving as officers and directors of the Company or the Bank immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by the Company or the Bank (provided that the Buyer may substitute therefor policy or policies of at least the same coverage amounts and containing terms and conditions which are in the aggregate not materially less advantageous to such directors and officers of the Company or the Bank than the terms and conditions of the existing directors’ and officers’ liability insurance policy of the Company or the Bank) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall the Buyer be required to expend on an annual basis more than the annual premiums currently expended by the Company or the Bank for the insurance covering the officers and directors of the Company or the Bank (the “Insurance Amount”), and further provided that if the Buyer is unable to maintain or obtain the insurance called for by this Section 6.10(a), the Buyer shall use all reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such.
(b) In the event the Buyer or any of its 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 or conveys all or substantially all of its properties and assets to any person entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors or assigns of the Buyer assume the obligations set forth in this Section 6.10.
Officer and Director Insurance. Immediately prior to the Effective Time, the Company shall obtain "tail insurance coverage" to continue in effect following the Effective Time the coverage currently provided to current and former directors and officers of the Company, and naming BIG as an additional insured. The Surviving Corporation shall not cancel such coverage at any time before December 31, 2004. The Company shall pay half the premium for the "tail insurance coverage" and, as provided in the Agreement to Facilitate Merger (as hereinafter defined), BIG shall pay the other half, plus any additional premium payable in respect of naming it as an additional insured.
Officer and Director Insurance. The Issuer shall maintain, or cause to be maintained, directors' and officers' insurance in an amount equal to a minimum of least Thirty Million Dollars ($30,000,000) per occurrence and with deductibles per occurrence not to exceed One Million Dollars ($1,000,000), which insurance policy or policies shall include a provision specifying that the Indenture Trustee shall receive not less than thirty (30) days prior notice of the termination or non-renewal of such policy.
Officer and Director Insurance. 43 Section 6.23 Assumption of Guaranty of CFed Lease and Release of Xxxxx as Guarantor...........................43 Section 6.24
