Common use of Tail Policy Clause in Contracts

Tail Policy. Prior to the Effective Time, the Company shall purchase tail insurance coverage for the Acquired Companies’ directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time (the “Insurance Coverage”); provided that the full cost and all premiums associated with such Insurance Coverage are paid in a lump sum by the Company prior to or at the Closing and are included as a Transaction Fee.

Appears in 3 contracts

Samples: Merger Agreement (Vonage Holdings Corp), Merger Agreement (Vonage Holdings Corp), Merger Agreement (Vonage Holdings Corp)

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Tail Policy. Prior to the Effective Time, the Company shall purchase tail insurance coverage for the Acquired Companies’ Company’s directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time (the “Insurance CoverageTail Policy”); provided that . The cost of the full cost and all premiums associated with such Insurance Coverage are paid in a lump sum by the Company prior to or at the Closing and are included as Tail Policy shall constitute a Transaction FeeExpense.

Appears in 3 contracts

Samples: Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.)

Tail Policy. Prior to the Effective Time, the Company shall purchase tail insurance coverage for the Acquired Companies’ Company’s directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time (the “Insurance CoverageTail Policy”); provided that the full cost and all premiums associated with such Insurance Coverage are paid in a lump sum by the Company prior to or at the Closing and are included as a Transaction Fee.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sumo Logic, Inc.), Agreement and Plan of Reorganization (Sumo Logic, Inc.)

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Tail Policy. Prior to the Effective Time, the Company shall purchase tail insurance coverage with at least the same level of coverage as the Company had prior to the Effective Time for the Acquired Companies’ Company’s directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six years following the Effective Time with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time (the “Insurance Coverage”); provided that the full cost and all premiums associated with such Insurance Coverage are paid in a lump sum by the Company prior to or at the Closing and are included as a Transaction Fee.

Appears in 1 contract

Samples: Merger Agreement (Ellie Mae Inc)

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