Common use of Successor Indemnification Clause in Contracts

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person and is not 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, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and 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 before such transaction, whether such obligations are contained in the Company’s Bylaws, its Restated Certificate, or elsewhere, as the case may be.

Successor Indemnification. If In the event that the Company or any of its successors or assignees assigns (i) consolidates with or merges into any other Person entity and is 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 Personperson or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assignees 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 before prior to such transaction, whether such obligations are contained in the Company’s Bylaws, Certificate of Incorporation, indemnification agreements between the Company and its Restated Certificate, directors or former directors or elsewhere, as the case may be.

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person and is not 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, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and 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 before such transaction, whether such obligations are contained in the Company’s Bylaws, its Restated CertificateCharter, the Indemnification Agreements (as defined in the Purchase Agreement) or elsewhere, as the case may be.

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person and is not 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, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and 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 before such transaction, whether such obligations are contained in the Company’s Bylaws, its Third Amended and Restated CertificateCertificate of Incorporation, or elsewhere, as the case may be.

Successor Indemnification. If In the event that the Company or any of its successors or assignees assigns (i) consolidates with or merges into any other Person entity and is 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, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assignees 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 before prior to such transaction, whether such obligations are contained in the Company’s Bylaws, its Restated CertificateCertificate of Incorporation (as amended), or elsewhere, as the case may be.

Successor Indemnification. If the Company or any of its successors or assignees (i) consolidates with or merges into any other Person and is not 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, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and 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 before such transaction, whether such obligations are contained in the Company’s Bylaws, its Restated Certificatecertificate of incorporation, the Indemnification Agreements (as defined in the Series D Purchase Agreement) or elsewhere, as the case may be.

Successor Indemnification. If the Company or any of its successors or assignees (ia) consolidates with or merges into any other Person entity and is not 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 Personperson or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and 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 before such transaction, whether such obligations are contained in the Company’s Bylaws, its Amended and Restated CertificateCertificate of Incorporation, or elsewhere, as the case may be.