Reviewing Party

Reviewing Party. Means any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

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 Company's 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. Shall mean, subject to the provisions of Section 2(d), any person or body appointed by the Board of Directors, and approved by the Indemnified Person, which approval shall not be unreasonably withheld, 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 Company's Board of Directors, Independent Legal Counsel or any other person or body not a party to the particular Claim for which Indemnified... Person is seeking indemnification. View More

Reviewing Party. Means: (a) the Board acting by quorum consisting of directors who are not parties to the particular Claim with respect to which the Indemnitee is seeking indemnification, or (b) if such a quorum is not obtainable (or, even if such a quorum is obtainable, if a quorum of disinterested directors so directs): (1) the Board upon the opinion in writing of independent ... legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 3 of this Agreement and/or in Article 2.02-1 of the TBCA has been met by the Indemnitee, or (2) the shareholders upon a finding that the Indemnitee has met the applicable standard of conduct referred to in clause (b)(1) of this definition. View More

Reviewing Party. Means the person, persons or entity selected to make the determination of the entitlement to indemnification pursuant to Section 5.3 hereof.

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.

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. Shall be (i) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding. (ii) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; (iii) by special legal counsel selected by... the board of directors or a committee of the board by vote as set forth in subsection (i) or (ii) of this section, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or (iv) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. View More

Reviewing Party. A "Reviewing Party" means (i) the Board of Directors or a committee of directors of the Company, who are not officers, appointed by the Board of Directors, provided that a majority of such directors are not parties to the claim, or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officers.

Reviewing Party. Any appropriate person or body consisting of a member or members of the Company's Board of Directors, or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than an event that does not constitute a Change in Control... because it has been approved by the applicable majority of the Board as referenced in the definition of Change of Control in Section 1(a)), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. View More