Existing D&O Policies definition

Existing D&O Policies has the meaning ascribed to it in Section 6.8(b).

Existing D&O Policies has the meaning set forth in Section 7.1(c)(i).

Existing D&O Policies shall have the meaning set forth in Section 9.3(a).

Examples of Existing D&O Policies in a sentence

• However, the maximum aggregate premium for such “tail” insurance policies will not exceed 300% of the aggregate annual premium payable by POINT pursuant to its most recent renewal under the Existing D&O Policies (the “Maximum Amount”).

• In the event ARMO does not obtain such “tail” insurance policies, then, for the period beginning upon the Offer Closing Date and ending six years from the Effective Time, Xxxxx shall either purchase such “tail” insurance policies or Xxxxx shall maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions).

• However, the maximum aggregate annual premium for such “tail” insurance policies will not exceed 300% of the aggregate annual premium payable by DICE pursuant to its most recent renewal under the Existing D&O Policies (the “Maximum Amount”).

• However, neither Xxxxx nor the Surviving Corporation will be required to pay aggregate annual premiums for maintaining the Existing D&O Policies in excess of the Maximum Amount, and, if the annual premium of such insurance coverage exceeds such amount, Lilly or the Surviving Corporation will be obligated to obtain the maximum amount of coverage available for an annual premium not exceeding the Maximum Amount.

• In the event POINT does not obtain such “tail” insurance policies, then, for the period beginning upon the Acceptance Time and ending six years from the Effective Time, Xxxxx will either purchase such “tail” insurance policies or Xxxxx will maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions).

More Definitions of Existing D&O Policies

Existing D&O Policies with respect to matters arising at or before the Effective Time, covering without limitation the Contemplated Transactions (the “Tail Policy”); provided, however, that if such “tail” policy is not available at a cost equal to or less than 300% of the aggregate annual premiums paid by the Company during the most recent policy year for the Existing D&O Policies (the “Maximum Premium Amount”), the Company shall purchase the best coverage as is reasonably available for such amount. Parent shall cause the Tail Policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. In the event that any of the carriers issuing or reinsuring the Tail Policy shall become insolvent or otherwise financially distressed such that any of them is unable to satisfy its financial obligations under the Tail Policy at any time during the aforementioned six-year period, Parent agrees that it shall, from time to time, cause the Tail Policy to be replaced with another prepaid “tail” policy on terms and conditions providing substantially equivalent benefits and coverage levels as the Tail Policy, with a term extending for the remainder of such six-year period (the “New Tail Policy”); provided, however, that in no event shall the maximum amount that Parent is required to expend to obtain any New Tail Policy under this Section 6.4(c) exceed the amount by which the Maximum Premium Amount exceeds the sum of (i) the premium paid by the Company for the Tail Policy plus (ii) the aggregate premium(s) paid by Parent and the Surviving Corporation to obtain any other New Tail Policy. In such event, references in this Agreement to the Tail Policy shall be deemed to include any New Tail Policy, as applicable.

Existing D&O Policies has the meaning assigned to such term in Section 5.8(c) of the Agreement.

Existing D&O Policies with respect to matters arising on or before the Effective Time, covering without limitation (to the extent covered by the Existing D&O Policies) the Contemplated Transactions (the “Tail Policy”); provided, however, that if such “tail” policy is not available at a cost of less than 200% of the annual premium paid by the Company in 2010 for the Existing D&O Policies (the “Maximum Premium Amount”), the Company shall purchase as much coverage as is available for such amount. Parent shall cause the Tail Policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation.

Existing D&O Policies is defined in Section 6.5(c).

Existing D&O Policies is defined in Section 7.2.

Existing D&O Policies shall have the meaning ascribed to such term in Section 4.11(c).

Existing D&O Policies shall have the meaning set forth in Section 2.19(b).