Common use of Change in Control of Company Clause in Contracts

Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expenses advanced under this Agreement or any other agreements or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent 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 (other than in connection with such matters) or Indemnitee. Such special, independent counsel, among other things, shall be the Reviewing Party hereunder and shall determine whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. No law firm or lawyer shall qualify to serve as special, independent counsel if that person would, 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. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses and Losses arising out of or relating to this Agreement or its engagement pursuant hereto.

Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expenses advanced Expense advances under this Agreement or Agreement, any other agreements or Bylaws agreements, the Pacto Social now or hereafter in effect relating to Claims Proceedings for Indemnifiable Events, the Company shall seek legal advice only from special, special independent counsel selected by Indemnitee and approved by the Company Company's Board of Directors (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (other than in connection with such matters) or Indemnitee. Such special, special independent counsel, among other things, shall be the Reviewing Party hereunder and shall determine whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. No law firm or lawyer shall qualify to serve as special, independent counsel if that person would, 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. The Company agrees to pay the reasonable fees of the special, special independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), Proceedings, liabilities and Losses damages arising out of or relating to this Agreement or its engagement pursuant heretoto this Agreement.

Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expenses advanced under this Agreement agreement or any other agreements or the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent 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 (other than in connection with such matters) or Indemnitee. Such special, independent counsel, among other things, shall be the Reviewing Party hereunder and shall determine whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. No law firm or lawyer shall qualify to serve as special, independent counsel if that person would, 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 Agreementagreement. The Company agrees to pay the reasonable legal fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses and Losses arising out of or relating to this Agreement agreement or its engagement pursuant hereto.

Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expenses advanced Expense advances under this Agreement or Agreement, any other agreements or Bylaws agreements, the Pacto Social now or hereafter in effect relating to Claims Proceedings for Indemnifiable Events, the Company shall seek legal advice only from special, special independent counsel selected by Indemnitee and approved by the Company Company’s Board of Directors (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company (other than in connection with such matters) or Indemnitee. Such special, special independent counsel, among other things, shall be the Reviewing Party hereunder and shall determine whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. No law firm or lawyer shall qualify to serve as special, independent counsel if that person would, 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. The Company agrees to pay the reasonable fees of the special, special independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), Proceedings, liabilities and Losses damages arising out of or relating to this Agreement or its engagement pursuant heretoto this Agreement.