Independent Counsel

Independent Counsel. A law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any such person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or Indemnitee in a proceeding to determine Indemnitee's rights under this Agreement. The Independent Counsel shall be selected by the Board; provided however, that at any time after a "Change of... Control" (as that term is defined in Exhibit A 4 hereto), the Independent Counsel shall be selected by Indemnitee and approved by the Board (which approval shall not be unreasonably withheld or delayed) View More

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

Independent Counsel. Nationally recognized legal counsel designated for such purpose by the Indemnitee and reasonably acceptable to a majority of the members of the Incumbent Board, even if less than a quorum, which shall not be an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services (in each case in the past five years) for (x) the Company, (y) any person who may be indemnified in such action, suit, proceeding or claim, or (z) any holder of 5% or more of... the then outstanding shares of any class of the Company's voting stock View More

Independent Counsel. A law firm of at least 50 attorneys or a member of a law firm of at least 50 attorneys that is experienced in matters of corporate law and that neither is presently nor in the past five years has been retained to represent (i) the Company or the Indemnitee or any affiliate thereof 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 Indemnitee in an action to determine the Indemnitee's right to indemnification under this Agreement View More

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 five years previous to the selection or appointment has been, retained to represent: (i) the Company or Officer 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 Officer in an action to determine Officer's rights under this Agreement. View More

Independent Counsel. Shall mean any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either FNB, FNBPA or the Indemnitee in an Proceeding to determine the Indemnitee's right to indemnification under this Agreement.

Independent Counsel. Means a law firm, or a member of a law firm, that is acting pursuant to Section 145 of the DGCL, is experienced in matters of Delaware corporate law, and neither presently is, nor in the five years prior to his or her selection or appointment has been, retained to represent: (a) the Company or the Director 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 5% or more of the combined voting power of the then outstanding voting securities of the Company. 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 Director in an action to determine the Director's rights under this Agreement. View More

Independent Counsel. Shall mean the person or body appointed to be the Reviewing Party under the circumstances and provisions described in Section 3.

Independent Counsel. A law firm or attorney that neither is presently nor in the past two years has been retained to represent: (i) the Company or Indemnitee in any matter material to the Company or Indemnitee, or (ii) any other party to the Proceeding in respect of which indemnification is sought under this Agreement or otherwise. In addition, the term "Independent Counsel" does not include any law firm or attorney 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 right to indemnification under this Agreement or otherwise. View More

Independent Counsel. Shall mean a law firm, or a member of a law firm, that is of outstanding reputation, experienced in matters of corporation law and neither is as of the date of selection of such firm, nor has been during the period of three years immediately preceding the date of selection of such firm, retained to represent: (i) the Company or Indemnitee in any material matter (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 and expenses 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. For purposes of this definition, a "material matter" shall mean any matter for which billings exceeded or are expected to exceed $100,000. View More