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 three years has been, retained to represent: (i) the Company or any of its subsidiaries or affiliates, (ii) the Indemnitee or (iii) any other party to the Proceeding giving rise to a claim for indemnification or Expense Advances hereunder, in any matter (other than with respect to matters relating to indemnification and advancement of expenses). No law firm or...
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Troika Media Group, Inc. contract
Independent Counsel. Shall mean a law firm or lawyer that neither is presently nor in the past 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. Notwithstanding the foregoing, the term Independent Counsel shall not include any firm or person who, under the applicable standards of professional...
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ORGANIC PLANT HEALTH INC. contract
Independent Counsel. 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 preceding five years represented: (i) the Company or a related organization in any capacity (other than as Independent Counsel), or (ii) represented a director, officer, member of a committee of the Board, or employee, whose indemnification is in issue. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable...
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FAMOUS DAVES OF AMERICA INC contract
Independent Counsel. Means 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 person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under the Agreement.
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Gannett Co., Inc. contract
Independent Counsel. Means an attorney with at least 5 years of experience in management indemnification matters who has neither represented Indemnitee or Company in the past 5 years. Independent Counsel shall be chosen by the Company, and shall be paid by the Company
Found in
Bone Biologics Corp contract
Independent Counsel. Means an attorney or firm of attorneys that is experienced in matters of corporate law and has not otherwise performed services within the last five years (i) for the Company or its affiliates or the Indemnitee (other than with respect to matters concerning the rights of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements) or (ii) for any other party to the proceeding giving rise to a claim for indemnification, advancement or any other right...
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Independent Counsel. Shall mean counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last three years
Found in
CareView Communications Inc contract
Independent Counsel. Means a law firm, or an attorney-at-law, that is experienced (at least 10 years) in relevant matters of corporation law and that is not at the time in question, nor has been for the then-past three (3) years, retained to represent: (a) the Company or Indemnitee in any matter material to the Company or Indemnitee; or (b) any other party to the proceeding giving rise to a claim for indemnification or advancement of expenses under this Agreement with respect to which such Independent Counsel is to...
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Quotient Technology Inc. contract
Independent Counsel. A law firm, or a member of a law firm, selected by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, or by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, 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 any Subsidiary) or Indemnitee in any matter material to either such party...
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KMG CHEMICALS INC contract
Independent Counsel. A law firm or a member of a law firm that neither presently is, nor in the past five years has been, retained to represent: (i) Frontier or the Indemnitee in any manner; or (ii) any other party to the Proceeding giving rise to a request 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 under the law of the State of Delaware, would have a conflict of...
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