Existing D&O Policies definition

Existing D&O Policies has the meaning ascribed to it in Section 6.8(b).
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Existing D&O Policies has the meaning set forth in Section 7.1(c)(i).
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Existing D&O Policies shall have the meaning set forth in Section 9.3(a).
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Examples of Existing D&O Policies in a sentence

  • In the event any future annual premiums for the Existing D&O Policies (or any substitute policies) exceed the Maximum Premium in the aggregate, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policies (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium.

  • Part 2.19(c) of the Disclosure Schedule accurately sets forth as of the date of this Agreement the most recent annual premiums paid by the Company with respect to the Existing D&O Policies.

  • Part 2.19(c) of the Disclosure Letter accurately sets forth the most recent annual premiums paid by the Company with respect to the Existing D&O Policies.

  • The provisions of this Section 5.6(c) shall be deemed to have been satisfied if Parent or the Surviving Corporation obtains prepaid policies that provide the Indemnified Representatives and such Specified Individuals with coverage not less advantageous to them than the Existing D&O Policies for an aggregate period of six years with respect to their acts and omissions as officers and directors of the Company occurring prior to the Effective Time.

  • In the event any future annual premiums for the Existing D&O Policies (or any substitute policies) exceed the Maximum Premium in the aggregate, Parent and the Surviving Corporation shall be entitled to reduce the amount of coverage of the Existing D&O Policies (or any substitute policies) to as much coverage as can be obtained for a premium equal to the Maximum Premium.

  • Part 2.17(c) of the Disclosure Schedule accurately sets forth the most recent annual premiums paid by the Company with respect to the Existing D&O Policies.

  • Parent may, if requested by the Company prior to Closing, cause to be acquired a 6 year tail policy for the Indemnified Parties currently covered by the Existing D&O Policies that is consistent with the first sentence of this paragraph (c).

  • Section 3.15(b) of the Xcyte Disclosure Schedule accurately sets forth the most recent annual premiums paid by Xcyte with respect to the Existing D&O Policies.

  • The provisions of this Section 5.6(b) shall be deemed to have been satisfied if Parent or the Surviving Corporation obtains prepaid policies that provide the Indemnified Persons with coverage not materially less advantageous to them than the Existing D&O Policies for an aggregate period of six years with respect to their acts and omissions as officers and directors of the Company occurring prior to the Effective Time.

  • Such policy shall be from an insurance carrier with the same or better credit rating as the insurance carriers party to the Existing D&O Policies.


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 5.5(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.
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Existing D&O Policies has the meaning assigned to such term in Section 5.8(c) of the Agreement.
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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.
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Existing D&O Policies shall have the meaning set forth in Section 2.19(b).
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Existing D&O Policies shall have the meaning ascribed to such term in Section 4.11(c).
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Existing D&O Policies is defined in Section 7.2.
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Related to Existing D&O Policies

  • D&O Policies has the meaning set forth in Section 8.06.

  • SAP Policies means the operational guidelines and policies applied by SAP to provide and support the Cloud Service as incorporated in an Order Form.

  • D&O Policy has the meaning set forth in Section 6.18(b).

  • R&W Policy means those certain buyer-side representations and warranties insurance policies purchased by Buyer in connection with this Agreement.

  • Company Insurance Policies has the meaning set forth in Section 4.15.

  • Mandatory Policies means the University’s policies listed in Schedule 3 (Mandatory Policies).

  • Insurance Policies has the meaning set forth in Section 3.16.

  • D&O Liability Insurance Policies means all insurance policies (including any “tail policy”) of any of the Debtors for liability of any current or former directors, managers, officers, and members.

  • Investment Policies means the investment objectives, policies, restrictions and limitations set forth in the “BUSINESS” section of its Registration Statement, and as the same may be changed, altered, expanded, amended, modified, terminated or restated from time to time.

  • D&O Tail Policy has the meaning set forth in Section 5.8(c).

  • Shared Policies has the meaning set forth in Section 8.1(b).

  • Applicable Policies means the policies, bylaws, directives, regulations, guidelines, codes of conduct, rules, systems and procedures of AHS listed in Schedule “F” attached.

  • City Policies means any or all (as the context requires) of those procedures, standards and/or standard specifications, requirements, policies and the like listed in Schedule H or notified to the Supplier from time to time, as the same may be updated, modified, expanded, revised, supplemented and/or replaced from time to time by the City (as notified to the Supplier);

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

  • Consensus Policies are those policies established (1) pursuant to the procedure set forth in ICANN’s Bylaws and due process, and (2) covering those topics listed in Section 1.2 of this Specification. The Consensus Policy development process and procedure set forth in ICANN’s Bylaws may be revised from time to time in accordance with the process set forth therein.

  • R&W Insurance Policy has the meaning set forth in Section 6.15.

  • Title Insurance Policies means, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

  • Required Insurance Policy With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

  • Benefit Plans shall have the meaning set forth in Section 3.13(a).

  • Permitted Policy Amendment is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority, or (c) not material.

  • Parent Plans has the meaning set forth in Section 6.4(c).

  • Existing insurer means the insurance company whose policy or contract is or will be changed or affected in a manner described within the definition of “replacement.”

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • Crew Insurances means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

  • Support Policy shall have the meaning given to it in the Support Terms (defined below).

  • Tail Policy has the meaning set forth in Section 6.18(b).