Common use of Successor Indemnification Clause in Contracts

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s Articles or elsewhere, as the case may be.

Appears in 12 contracts

Samples: Adherence Agreement (Burning Rock Biotech LTD), Shareholders’ Agreement, Adherence Agreement (Burning Rock Biotech LTD)

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Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s Articles bylaws, Certificate of Incorporation, or elsewhere, as the case may be.

Appears in 7 contracts

Samples: Investors’ Rights Agreement (LEGALZOOM.COM, Inc.), Investors’ Rights Agreement (Legalzoom Com Inc), Investor Rights Agreement

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s Articles bylaws, Certificate of Incorporation, or elsewhere, as the case may be.

Appears in 5 contracts

Samples: Stockholders’ Agreement (Acorn Energy, Inc.), Joint Venture Agreement (Winwin Gaming Inc), Registration Rights Agreement (Winwin Gaming Inc)

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 Person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s Articles Bylaws, Restated Certificate, or elsewhere, as the case may be.

Appears in 3 contracts

Samples: Joinder Agreement, Joinder Agreement (Carbon Black, Inc.), Joinder Agreement (Carbon Black, Inc.)

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s Articles bylaws, Amended and Restated Certificate of Incorporation, or elsewhere, as the case may be.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Legalzoom Com Inc), Joint Venture Agreement (Winwin Gaming Inc), Stockholders’ Agreement (Acorn Energy, Inc.)

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s Articles bylaws, Amended and Restated Certificate of Incorporation, or elsewhere, as the case may be.

Appears in 3 contracts

Samples: Investors Rights Agreement (Envivio Inc), Investors Rights Agreement (Envivio Inc), Investors Rights Agreement (Envivio Inc)

Successor Indemnification. In the event that the Company or any of its successors or assigns (ia) consolidates with or merges into any other entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (iib) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in pursuant to this Agreement, the Company’s Articles bylaws, its Third Amended and Restated Certificate of Incorporation or elsewhere, as the case may be.

Appears in 2 contracts

Samples: Investor Rights Agreement (Bellicum Pharmaceuticals, Inc), Investor Rights Agreement (Bellicum Pharmaceuticals, Inc)

Successor Indemnification. In the event that the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any person or entityPerson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s Articles or elsewhere, as the case may be.

Appears in 2 contracts

Samples: Shareholders’ Agreement (Qiniu Ltd.), Shareholders’ Agreement (Qiniu Ltd.)

Successor Indemnification. In the event that the Company or any of its affiliates, successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s Articles or elsewhere, as the case may be.

Appears in 1 contract

Samples: Shareholders’ Agreement (Tarena International, Inc.)

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 Person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s Articles or elsewhere, as the case may be.

Appears in 1 contract

Samples: Shareholders Agreement (Phoenix Tree Holdings LTD)

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Successor Indemnification. In the event that the Company or any of its successors or assigns (ia) consolidates with or merges into any other entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (iib) transfers or conveys all or substantially all of its properties and assets to any person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s Articles 's bylaws, Amended and Restated Certificate of Incorporation, or elsewhere, as the case may be.

Appears in 1 contract

Samples: Stockholders' Agreement (Acorn Energy, Inc.)

Successor Indemnification. In the event that the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s Articles or elsewhere, as the case may be.

Appears in 1 contract

Samples: Assumption Agreement (TuSimple Holdings Inc.)

Successor Indemnification. In the event that If the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s Articles bylaws, Certificate of Incorporation, or elsewhere, as the case may be.

Appears in 1 contract

Samples: Investor Rights Agreement (Homeowners of America Holding Corp)

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Company’s Articles or elsewhere, as the case may be.

Appears in 1 contract

Samples: Shareholders’ Agreement (Phoenix New Media LTD)

Successor Indemnification. In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entity 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 or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately prior to such transaction, whether in the Company’s bylaws, Certificate of Designation, Articles of Incorporation, as may be amended from time to time, or elsewhere, as the case may be.

Appears in 1 contract

Samples: S Rights Agreement (Digital Domain Media Group, Inc.)

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