CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct required by the DGCL for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards (i) by the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceeding, (ii) by the stockholders of the Company by majority vote, or (iii) in a written opinion of the Company's independent legal counsel. Further, the termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption that the Indemnitee met the relevant standards of conduct required for indemnification pursuant to this Agreement.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct required by Delaware law for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards by (i) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceeding, (ii) the stockholders of the Company by majority vote, or (iii) in a written opinion of independent legal counsel, the selection of whom has been approved by the Indemnitee in writing.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. Executive shall be conclusively presumed to have met the relevant standards of conduct required by Delaware law for indemnification pursuant to these indemnity provisions, unless a determination is made that Executive has not met such standards (i) by the Board of Directors of Employer by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceeding, (ii) by the shareholders of Employer by majority vote, or (iii) in a written opinion of Employer's independent legal counsel. Further, the termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption that Executive met the relevant standards of conduct required for indemnification pursuant to these indemnity provisions.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. (a) The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct as defined by the Applicable Documents for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards by (i) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of Directors who were not parties, or are not threatened to be made parties, to such Proceeding or any other Proceeding arising from the same or similar facts ("Disinterested Directors"), (ii) if such a quorum is not obtainable or if such quorum is obtainable and a majority of such quorum directs, a written opinion by Independent Legal Counsel (compensated by the Company), or (iii) if there are no Disinterested Directors or if a majority of Disinterested Directors (whether or not a quorum) directs, the shareholders of the Company entitled to vote in the election of Directors by majority vote; provided, however, that any such determination to be made after a Change of Control shall be made only pursuant to clause (ii) if the Indemnitee so elects.
(b) Prior to any decision under clauses (a)(i) or (a)(ii) above, an Official will be given an opportunity, together with counsel, to be heard before the Board of Directors if such decision is being made pursuant to clause (a)(i), or the Independent Legal Counsel if such decision is being made pursuant to clause (a)(ii).
(c) The determination will be made as promptly as possible.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The Indemnitee shall be
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. Executive shall be conclusively presumed to have met the relevant standards of conduct required by California law for indemnification pursuant to these indemnity provisions, unless a determination is made that Executive has not met those standards (i) by the Board of Directors of Employer by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding, (ii) by the shareholders of Employer by majority vote, or (iii) in a written opinion of Employer's independent legal counsel. Further, the termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut the presumption that Executive met the relevant standards of conduct required for indemnification pursuant to these indemnity provisions.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct as defined by Nevada law for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards by (i) the Board of Directors of the Corporation by a majority vote of a quorum thereof consisting of directors who were not parties to the Proceeding which gives rise to claim made under this Agreement, (ii) by the stockholders of the Corporation by majority vote of a quorum thereof consisting of stockholders who are not parties to the Proceeding which gives rise to claim made under this Agreement, or (iii) in a written opinion by independent legal counsel, selection of whom has been approved by Indemnitee in writing.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. Executive shall be conclusively presumed to have met the relevant standards of conduct required by California law for indemnification pursuant to these indemnity provisions, unless a determination is made that Executive has not met those standards (i) by the Chairman, (ii) by the shareholders of Employer by majority vote, or (iii) in a written opinion of Employer's independent legal counsel. Further, the termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut the presumption that Executive met the relevant standards of conduct required for indemnification pursuant to these indemnity provisions.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct required by the NRS for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards by the board of directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceeding or by the stockholders of the Company by majority vote, and such determination is supported by a written opinion of the Company’s independent legal counsel, in which case the Company shall nevertheless have the burden of proof to overcome the presumption that the Indemnitee met the relevant standards of conduct. Further, the termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption that the Indemnitee met the relevant standards of conduct required for indemnification pursuant to this Agreement.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The lndemnitee shall be conclusively presumed to have met the relevant standards of conduct as defined by Iowa law for indemnification pursuant to this Agreement, unless a determination is made that the Indemnitee has not met such standards by (i) the Board of Directors of the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceeding, (ii) the shareholders of the Company by majority vote, or (iii) in a written opinion by independent legal counsel, selection of whom has been approved by the Indemnitee in writing.
