Reviewing Party
Reviewing Party. Shall mean, subject to the provisions of Section 2(d), any person or body appointed by the Board of Directors in accordance with applicable law to review the Company's obligations hereunder and under applicable law, which may include a member or members of the Board of Directors, Independent Legal Counsel or any other person or body not a party to the particular Claim for which Indemnitee is seeking indemnification.
Reviewing Party. Means any appropriate person or body consisting of a member or members of the Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Found in
OneMain Holdings, Inc. contract
Reviewing Party. An election made from among the following: (i) those members of the Board who are Independent Directors even though less than a quorum; (ii) a committee of Independent Directors designated by a majority of the Independent Directors, even though less than a quorum; or (iii) Independent Legal Counsel selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld).
Reviewing Party. Means the person, persons or entity selected to make the determination of the entitlement to indemnification pursuant to Section 5 hereof
Found in
Worthington Industries contract
Reviewing Party. Means the person or body appointed by the Board pursuant to Section 11(d) herein and in accordance with applicable law, which person or body shall be either members of the Board who are not interested in the particular Claim or Independent Legal Counsel; provided, however, that if there has been a Change in Control or Potential Change in Control, the Reviewing Party shall be Independent Legal Counsel.
Found in
LivePerson, Inc. contract
Reviewing Party. Shall mean any appropriate person or body consisting of a member or members of the Company's Board or any other person or body appointed by the Board (including the special independent counsel referred to in Section 6) who is not a party to the particular Proceeding with respect to which the Indemnitee is seeking indemnification.
Reviewing Party. Means, with respect to any determination contemplated by this Agreement, any one of the following: (i) a majority of all Disinterested Directors, even if such Disinterested Directors do not constitute a quorum of the Company Board; (ii) a committee of Disinterested Directors, even if such committee members do not constitute a quorum of the Company Board, so long as such committee was designated by a majority of all Disinterested Directors; (iii) if there are no Disinterested Directors, or if...
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Reviewing Party. Shall mean any appropriate Person permitted under the Florida Business Corporation Act to make a determination that indemnification of Indemnitee is proper under applicable law.
Reviewing Party. Shall mean a member or members of the Board who are not parties to the particular Claim for which Indemnitee is seeking indemnification or if a Change of Control has occurred or if there is a Potential Change of Control and Indemnitee so requests, or if the members of the Board so elect, or if all of the members of the Board are parties to such Claim, Special Counsel.
Found in
CIM Commercial Trust Corp contract
Reviewing Party. Means, if a Change in Control (hereinafter defined) has not occurred (or if a Change in Control has occurred and such Change in Control has been approved by a majority of the Board of Directors of the Company who were directors of the Company immediately prior to such Change in Control), (i) a majority of a quorum of directors of the Company who at the time of voting upon a determination of indemnification are neither officers or employees of the Company or members of the immediate family of an...
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All Definitions
Found in
NCI BUILDING SYSTEMS INC contract