Officers and Directors Insurance. The Company agrees to maintain Xxxxxxxxx’ coverage under such directors’ and officers’ liability insurance policies as shall from time to time be in effect for active officers and employees for not less than six years following Xxxxxxxxx' termination of employment.
Officers and Directors Insurance. (a) The Offeror agrees that for the period from the Effective Time until six years after the Effective Time, the Offeror will cause Augusta or any successor to Augusta (including the successor resulting from the winding-up or liquidation or dissolution of Augusta) to maintain Augusta’s current directors’ and officers’ insurance policy or an equivalent policy, on a “trailing” or “run-off’ basis, subject in either case to terms and conditions no less advantageous to the directors and officers of Augusta than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Augusta, covering claims made prior to or within six years after the Effective Time; provided, however, that neither Augusta nor the Offeror shall be required, in order to maintain such directors’ and officers’ insurance policy, to pay an annual premium in excess of 200% of the annual cost (the “Current Premia”) of the existing policies; and provided further that, if equivalent coverage cannot be obtained or can only be obtained by paying an annual premium in excess of 200% of the Current Premia, Augusta and the Offeror shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to 200% of the Current Premia. Furthermore, prior to the Effective Time, Augusta may, in the alternative, purchase pre-paid non-cancellable run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time providing such coverage for such persons on terms comparable to those contained in the current insurance policies and at a cost that does not exceed 200% of the Current Premia and in such event none of the Offeror, Augusta or any of its subsidiaries will have any further obligation under this Section 9.1(a), except that from and after the Effective Time, Augusta or the Offeror, as applicable, agrees not to take any action to terminate such directors’ and officers’ liability insurance.
(b) From and after the Effective Time, the Offeror shall cause Augusta (or its successor) to, indemnify and hold harmless, to the fullest extent permitted under applicable Law, each present and former director, officer and employee of Augusta (each, an “Indemnified Person”) against any costs or expenses (including reasonable legal fees), judgements, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, cri...
Officers and Directors Insurance. 5.7.1 From and after the Closing Date, Parent shall, and shall cause the Surviving Corporation and all its Subsidiaries to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the Persons who on or prior to the Closing Date were directors, managers, managing members, members, officers, employees, agents or stockholders of the Acquired Companies (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of any Acquired Company at any time on or prior to the Closing Date. In addition, Parent shall, or shall cause the Surviving Corporation and all its Subsidiaries to, pay any expenses of any Indemnitee under this Section 5.7, as incurred to the fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Parent agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the Organizational Documents of the Acquired Companies as now in effect, and any indemnification agreements or arrangements with any Acquired Company shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law.
5.7.2 Parent agrees that for a period of six years after the Closing, it shall not permit any Acquired Company or the Surviving Corporation to amend, repeal or modify any provision in their respective Organizational Documents in a manner that would adversely affect the rights and/or exculpation or indemnification of present or former directors and officers, it being the intent of the Parties that the directors and officers of the Acquired Companies prior to the Closing shall continue thereafter to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Laws, and Parent shall cause the Acquired Companies, the Surviving Corporation and all their respective Subsidiaries to perform in a timely manner and to otherwise honor such obligations in all respects.
5.7.3 On or immediately prior to the Closing Date, the Company shall purchase a six year tail insurance policy with respect to of...
Officers and Directors Insurance. Three days prior to the First Closing Date, the Company shall have obtained Officers and Directors insurance satisfactory to you with a minimum face value of one million dollars ($1,000,000).
Officers and Directors Insurance. During your part-time special assignment and for four (4) years following the Termination Date, you will be covered by such officers and directors insurance coverage that Amgen provides to its senior executive officers at your salary grade level during that time period. In addition, Amgen shall indemnify and hold you harmless both during and after the entire term of your employment (including your service hereunder) to the fullest extent permitted by law with regards to actions or inactions in relation to your duties performed at Amgen, both before and after the date of this Agreement. Furthermore, you will be entitled to reimbursement of expenses incurred in accordance with your rights under California Labor Code Section 2802.
Officers and Directors Insurance. The Parent shall cause the Surviving Corporation to arrange for and maintain as of the Effective Time, a "run-off" insurance policy that provides directors' and officers' liability insurance coverage to the fullest extent permitted under the TBCA for the Persons who were officers and directors of the Company as of the date hereof. The "run-off" insurance policy shall be in the amount of at least $30,000,000 and shall cover any claims arising from facts or events that occurred on or before the Effective Time and for a period of three (3) years or longer after the Effective Time, but in no event at a cost to Parent in excess of $500,000.
Officers and Directors Insurance. Acquiror agrees that for the entire period from the Effective Time until six years after the Effective Time, Acquiror will cause the Corporation or any successor to the Corporation to maintain the Corporation's current directors' and officers' insurance policy or an equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Corporation than those contained in the policy in effect on the date hereof, providing coverage on a "trailing" or "run-off" basis for all present and former directors and officers of the Corporation, covering claims made prior to or within six years after the Effective Time.
Officers and Directors Insurance. The Offeror agrees that, if it acquires Common Shares under the Offer, for the entire period from the date of first taking up and paying for Common Shares until six years after such date, the Offeror will cause the Company or any successor to the Company to procure an insurance policy on a “trailing” run-off basis on terms and conditions otherwise no less advantageous to the directors and officers of the Company than those contained in the policy in effect on the date hereof (“Equivalent Insurance”), for all present and former directors and officers of the Company and its Subsidiaries covering claims made prior to or within six years after such date; provided, however, that in no event shall the Company be required to obtain run-off insurance at a premium greater than 225% of the premium paid for the 2005 calendar year for the Company’s directors’ and officers’ insurance (the “Annual Premium”), and if the Company is unable to obtain Equivalent Insurance or if obtaining Equivalent Insurance would cost in excess of 225% of the Annual Premium, the Company shall obtain such insurance as it is able to obtain for 225% of the Annual Premium.
Officers and Directors Insurance. The Company shall maintain officers and directors insurance covering any actions taken by the Executive in the performance of his duties hereunder on customary terms in an amount not less than $10,000,000, provided that the total annual cost of maintaining officers and directors insurance for the Company and its subsidiaries shall not exceed $300,000.
Officers and Directors Insurance. For a period of at least five (5) years following the Termination Date, the Company shall maintain directors and officers liability insurance in accordance with the Company’s usual and customary practices, which policy shall include customary coverage for Executive with respect to his service on the Board of Directors and as an officer of the Company. Notwithstanding anything to the contrary set forth herein, the Company and Executive understand and agree that (i) the amount and nature of such insurance coverage shall be as determined by the Board of Directors of the Company, and (ii) the insurance coverage afforded to Executive shall be no less than the coverage maintained for the benefit of the Company’s continuing executive officers and members of the Company’s Board of Directors.
