Independent Legal Counsel
Independent Legal Counsel. Special legal counsel who is selected by the Board of Directors by a majority vote of all the Disinterested Directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote, or, if there are fewer than two Disinterested Directors, by a majority vote of the full Board of Directors, including directors who are not Disinterested Directors, a majority of whom shall for such...
View More
Found in
HNI Corporation contract
Independent Legal Counsel. An attorney or firm of attorneys, selected in accordance with the provisions of Section 2(d) hereof, who shall not have otherwise performed services for APEI or Indemnified Person within the last three years (other than with respect to matters concerning the rights of Indemnified Person under this Agreement, or of other Indemnified Persons under similar indemnity agreements).
Found in
American Pub. Edu. contract
Independent Legal Counsel. Means a law firm or a member of a firm selected by the Companies and approved by Indemnitee (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, the term "Independent Legal 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 Companies or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.
Found in
EXICURE, INC. contract
Independent Legal Counsel. Means a reputable national law firm or a member of a reputable national law firm, experienced in matters of Delaware corporation law, that neither is presently nor in the past three 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 or advancement hereunder. "Independent Legal Counsel" shall not include any person who, under the applicable standards...
View More
Found in
Trimble Inc contract
Independent Legal Counsel. Means an attorney or firm of attorneys designated by the Disinterested Directors (or, if there are no Disinterested Directors, the Company Board) that is experienced in matters of corporate law and neither presently is, nor in the thirty-six (36) months prior to such designation 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.
Independent Legal Counsel. Shall mean a law firm or a member of a firm selected by the Company and not objected to by Indemnitee or, if there has been a Change in Control, selected by Indemnitee and not objected to by the Company that neither is presently nor in the past five (5) years has been retained to represent: (i) the Company or any of its subsidiaries or affiliates, or Indemnitee or any Enterprise of which Indemnitee was or is a director, officer, employee or agent, or any subsidiary or affiliate of such an...
View More
Found in
SUNPOWER CORP contract
Independent Legal Counsel. Means an attorney or firm of attorneys, selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), who shall not have otherwise performed services for Indemnitee or the Company or current or former Affiliates of the Company within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements or under the Company's bylaws).
Found in
Enservco Corp contract
Independent Legal Counsel. Shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and does not under the applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Independent Counsel shall be selected by the Board of Directors of the Company.
Found in
STAAR SURGICAL CO contract
Independent Legal Counsel. An attorney or firm of attorneys, selected in accordance with the provisions of Section 2(c), who shall not have otherwise performed services for the Company or Indemnitee within the last three years
Found in
Juniper Networks contract
Independent Legal 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 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....
View More
All Definitions
Found in
FC Global Realty Inc contract