Limitation of Director Liability. A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders. B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Restated Certificate, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation in respect of any act or omission occurring prior to the time of such amendment, repeal, adoption or modification.
Appears in 2 contracts
Sources: Merger Agreement (Mosaic Acquisition Corp.), Merger Agreement (APX Group Holdings, Inc.)
Limitation of Director Liability. A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.
B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Restated CertificateCertificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation in respect of any act or omission occurring prior to existing at the time of such amendment, repeal, adoption or modification.
Appears in 2 contracts
Sources: Merger Agreement (Experience Investment Corp.), Merger Agreement (Churchill Capital Corp II)
Limitation of Director Liability. A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.
B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Second Amended and Restated CertificateCertificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation in respect of any act or omission occurring prior to existing at the time of such amendment, repeal, adoption or modification.
Appears in 2 contracts
Sources: Merger Agreement (Latham Group, Inc.), Investor Rights Agreement (Avantor, Inc.)
Limitation of Director Liability. A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.
B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Restated CertificateCertificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation in with respect of any act to acts or omission omissions occurring prior to the time of such amendment, repeal, adoption or modification.
Appears in 1 contract
Sources: Business Combination Agreement (CBRE Acquisition Holdings, Inc.)
Limitation of Director Liability. A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a No director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed as a director, except to the extent such exculpation is not permitted under the DGCL. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors of the Corporation shall be eliminated or its stockholders.
B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Restated Certificate, nor, limited to the fullest extent permitted by under the DGCL, any as so amended. Any amendment, modification or repeal of law this Article shall eliminate, reduce or otherwise not adversely affect any right or protection of a current or former director of the Corporation in respect existing at the time of, or increase the liability of any act director of the Corporation with respect to any acts or omission omissions of such director occurring prior to the time of to, such amendment, modification or repeal, adoption or modification.
Appears in 1 contract
Sources: Merger Agreement