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 of Directors as in effect immediately prior to such transaction, whether in the Company’s Bylaws, Certificate of Incorporation, indemnification agreements between the Company and its directors or former directors or elsewhere, as the case may be.

Successor Indemnification. In the event that If the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity Person and shall is 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 entityPerson, 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 of Directors as in effect immediately prior to before such transaction, whether such obligations are contained in the Company’s Bylaws, Certificate of Incorporationits Certificate, indemnification agreements between the Company and its directors or former directors or elsewhere, as the case may be.

Successor Indemnification. In the event that If the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity Person and shall is 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 entityPerson, 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 of Directors as in effect immediately prior to before such transaction, whether such obligations are contained in the Company’s Bylaws, Certificate of Incorporationits Charter, indemnification agreements between the Company and its directors or former directors Indemnification Agreements (as defined in the Purchase Agreement) or elsewhere, as the case may be.

Successor Indemnification. In the event that If the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity person and shall is 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 assignees 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 before such transaction, whether such obligations are contained in the Company’s Bylaws, Certificate of Incorporationthe Charter, indemnification agreements between the Company and its directors or former directors or elsewhere, as the case may be.

Successor Indemnification. In the event that If the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity Person and shall is 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 entityPerson, 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 of Directors as in effect immediately prior to before such transaction, whether such obligations are contained in the Company’s Bylaws, Certificate of Incorporationits Restated Certificate, indemnification agreements between the Company and its directors or former directors or elsewhere, as the case may be.

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 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 of Directors and officers as in effect immediately prior to such transaction, whether in the Company’s Bylaws, Certificate of IncorporationIncorporation (as amended), indemnification agreements between the Company and its directors or former directors or elsewhere, as the case may be.

Successor Indemnification. In the event that If the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity Person and shall is 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 entityPerson, 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 of Directors as in effect immediately prior to before such transaction, whether such obligations are contained in the Company’s Bylaws, its Third Amended and Restated Certificate of Incorporation, indemnification agreements between the Company and its directors or former directors or elsewhere, as the case may be.

Successor Indemnification. In the event that If the Company or any of its successors or assigns assignees (ia) consolidates with or merges into any other entity and shall is 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 assignees 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 before such transaction, whether such obligations are contained in the Company’s Bylaws, its Amended and Restated Certificate of Incorporation, indemnification agreements between the Company and its directors or former directors or elsewhere, as the case may be.

Successor Indemnification. In the event that If the Company or any of its successors or assigns assignees (i) consolidates with or merges into any other entity Person and shall is 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 entityPerson, 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 of Directors as in effect immediately prior to before such transaction, whether such obligations are contained in the Company’s Bylaws, Certificate its certificate of Incorporationincorporation, indemnification agreements between the Company and its directors or former directors Indemnification Agreements (as defined in the Series D Purchase Agreement) or elsewhere, as the case may be.