Independent Counsel

Example Definitions of "Independent Counsel"
Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More Arrow
Found in SAMES CORP contract
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Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee Director in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee Director in an action to determine Indemnitee's Director's rights under this Agreement. View More Arrow
Found in Pzena Investment Management, Inc. contract
Independent Counsel. Means a A law firm, firm or a member of a law firm, firm that neither is experienced in matters of corporation law and neither presently is, nor in the past five years has been, been retained to represent: (i) (a) the Company, the Board, any committee of the Board, an affiliate of the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification... agreements), or (ii) (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" 'Independent Counsel' shall not include any person who, under the applicable standards of professional conduct then prevailing, prevailing would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights right to indemnification under this Agreement. View More Arrow
Found in RealD Inc. contract
Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More Arrow
Found in CONVERSANT, INC. contract
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Independent Counsel. Shall mean a law firm or lawyer that neither is presently nor in the past year has been retained to represent: (i) the Company or Indemnitee in any matter material to any such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder in any matter material to such other party. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any firm or person who, under the applicable standards of professional conduct then prevailing,... would have a conflict of interest in representing any of the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company. View More Arrow
Found in PBSJ CORP contract
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Independent Counsel. Shall mean a law firm or lawyer that neither is presently nor in the past year five years has been retained to represent: (i) the Company or Indemnitee in any matter material to any such party or (ii) any other party to the Proceeding (or, as to a threatened matter, reasonably likely to be named) giving rise to a claim for indemnification hereunder in any matter material to such other party. hereunder. Notwithstanding the foregoing, the term "Independent Counsel" Independent Counsel shall not... include any firm or person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing any of the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company. View More Arrow
Found in ORGANIC PLANT HEALTH INC. contract
Independent Counsel. Shall mean a law firm or lawyer that neither is presently nor in the past year has been retained to represent: (i) the Company Company, the Subsidiary or Indemnitee in any matter material to any such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder in any matter material to such other party. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any firm or person who, under the applicable standards of professional... conduct then prevailing, would have a conflict of interest in representing any of the Company Company, the Subsidiary or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company. View More Arrow
Found in CITADEL BROADCASTING CORP contract
Independent Counsel. Shall mean a A law firm or lawyer that neither is presently nor in the past year five years has been retained to represent: (i) the Company or Indemnitee in any matter material to any such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder in any matter material to such other party. hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any firm or person who, under the applicable standards of professional... conduct then prevailing, would have a conflict of interest in representing any of the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company. View More Arrow
Found in MANCHESTER INC contract
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Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any other matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall be selected by (a) the Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if (a) and (b) above are not possible, then by a majority of the full Board. View More Arrow
Found in YHN Acquisition I Ltd contract
Independent Counsel. Means a A law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company Corporation or Indemnitee in any other matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), party, or (ii) any other party to the Proceeding giving rise to a claim for... indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" 'Independent Counsel' does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company Corporation or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall be selected by (a) the Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if (a) and (b) above are not possible, then by a majority of the full Board. View More Arrow
Found in Propel Media, Inc. contract
Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company Corporation or Indemnitee in any other matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), party, or (ii) any other party to the Proceeding giving rise to a claim for... indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" does shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company Corporation or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall be selected by (a) the Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if (a) and (b) above are not possible, then by a majority of the full Board. View More Arrow
Found in PARKERVISION INC contract
Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company Corporation or Indemnitee in any other matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), party, or (ii) any other party to the Proceeding giving rise to a claim for... indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" does shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company Corporation or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Except as provided in the first sentence of Section 9.3 hereof, Independent Counsel shall be selected by (a) the Disinterested Directors or (b) a committee of the Board consisting of two or more Disinterested Directors or if (a) and (b) above are not possible, then by a majority of the full Board. View More Arrow
Found in LADENBURG THALMANN FINANCIAL SERVICES INC. contract
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Independent Counsel. Means a law firm, or member of a law firm, that is experienced in matters of Company law and neither presently is, nor in the five years previous to his selection or appointment has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Found in TORCH OFFSHORE INC contract
Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of Company corporate law and neither presently is, nor in the five years previous to his or her selection or appointment has been, retained to represent: (i) the Company Company, any Entity or Indemnitee in any matter material to either such party, party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Found in SEAHAWK DRILLING, INC. contract
Independent Counsel. Means a law firm, or member of a law firm, that is experienced in matters of Company corporation law and neither presently is, nor in the five years previous to his selection or appointment has been, retained to represent: (i) the Company Hydril or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Found in HYDRIL CO contract
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Independent Counsel. Means a law firm, or a person admitted to practice law in any State of the United States or the District of Columbia, that is experienced in matters of corporation law and shall not include any law firm or person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement.
Found in EP Energy Corp contract
Independent Counsel. Means a law firm, or a person admitted to practice law in any State of the United States or the District of Columbia, States, that is experienced in matters of corporation law and shall not include any law firm or person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement.
Found in REALOGY HOLDINGS CORP. contract
Independent Counsel. Means a law firm, or a person admitted to practice law in any State of the United States or the District of Columbia, States, that is experienced in matters of corporation law and shall not include any law firm or person who, under the applicable standards of professional conduct then 2 prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement.
Found in Athlon Energy Inc. contract
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Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither contemporaneously is, nor in the five years theretofore has been, retained to represent: (a) the Company or Indemnitee in any matter material to either such party, (b) any other party to the proceeding giving rise to a claim for indemnification hereunder or (c) the beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power... of the Company's then outstanding voting securities. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More Arrow
Found in CombiMatrix Corp contract
Independent Counsel. Means Shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither contemporaneously is, nor in the five (5) years theretofore has been, retained to represent: (a) the Company or Indemnitee in any matter material to either such party, party (other than as Independent Counsel under this Agreement or similar agreements), (b) any other party to the proceeding Proceeding giving rise to a claim for indemnification hereunder hereunder, or (c) the... beneficial owner, directly or indirectly, of securities of the Company representing 25% 5% or more of the combined voting power of the Company's then outstanding voting securities. securities (other than, in each such case, with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements). Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More Arrow
Found in EPL OIL & GAS, INC. contract
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Independent Counsel. Means a law firm, or a member of a law firm, mutually approved by the Indemnified Party and the Company, which approval shall not be unreasonably withheld, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or the Indemnified Party in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the... foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnified Party in an action to determine the Indemnified Party's rights under this Agreement. View More Arrow
Found in BANCTEC INC contract
Independent Counsel. Means a law firm, or a member of a law firm, mutually approved by the Indemnified Party and the Company, which approval shall not be unreasonably withheld, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or the Indemnified Party in any matter material to either such party or (ii) any other party to the Proceeding proceeding giving rise to a claim for indemnification hereunder. Notwithstanding... the foregoing, the term "Independent Counsel" Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnified Party in an action to determine the Indemnified Party's rights under this Agreement. View More Arrow
Found in Commercial Metals Company contract
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Independent Counsel. Means an attorney, or a firm having associated with it an attorney, who neither currently is nor in the past five years has been retained by or performed services for the Company or any person to be indemnified by the Company.
Found in Tim Hortons Inc. contract
Independent Counsel. Means an attorney, or a firm having associated with it an attorney, who neither currently is nor in the past five years has been retained by or performed services for the Company or any Subsidiary of the Company or any person to be indemnified by the Company.
Found in Worthington Industries contract
Independent Counsel. Means an attorney, or a firm having associated with it an attorney, who neither currently is nor in the past five years has been retained by or performed services for the Company or any Subsidiary of the Company or any person to be indemnified by the Company.
Found in Worthington Steel, Inc. contract
Independent Counsel. Means an attorney, or a firm having associated with it an attorney, who neither currently is nor in the past five years has been retained by or performed services for the Company or any Subsidiary of the Company or any person to be indemnified by the Company.
Found in Worthington Industries contract
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Independent Counsel. Shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 4(b), that is experienced in matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the right of any Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements) and shall not have otherwise performed services for any other party to the... Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person, who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More Arrow
Found in UNITED ONLINE INC contract
Independent Counsel. Shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 4(b), that is experienced in matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the right of any Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements) and shall not have otherwise performed services within the last three years for... any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person, who, under the applicable standards of professional conduct then prevailing, as determined by the Board or any authorized committee thereof, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More Arrow
Found in Classmates Media CORP contract
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Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional... conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. If a Change of Control has not occurred, Independent Counsel shall be selected by the Board of Directors, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of the Board of Directors, which approval will not be unreasonably withheld, and by such approval, the Board of Directors shall be deemed to have joined in such selection. View More Arrow
Found in Prologis contract
Independent Counsel. Means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, has not, nor in the past five years has been, retained to represent: (i) represent the Company or Indemnitee in any matter material to either such party, or (ii) any other party to or witness in the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term under this Agreement. "Independent Counsel" shall does not include any... person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. If a Change of Control has not occurred, Independent Counsel shall be selected by the Board of Directors, Directors will select the Independent Counsel, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change of Control has occurred, the Indemnitee will select the Independent Counsel shall be selected by Indemnitee, Counsel, with the approval of the Board of Directors, which approval will not be unreasonably withheld, and by such approval, the Board of Directors shall be deemed to have joined in such selection. withheld. View More Arrow
Found in AAMES INVESTMENT CORP contract
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