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. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct required by the Law 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 a 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. (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.
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 a 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 a claim made under this Agreement, or (iii) in a written opinion by Independent Counsel, selection of whom has been approved by the Indemnitee in writing.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. If a determination is required to be made as to compliance by the Indemnitee with the relevant standards of conduct as defined by Delaware law for indemnification pursuant to this Agreement or concerning the rights of the Indemnitee to payments for indemnification and advancement of Expenses under this Agreement or any other agreement or Company By-Law now or hereafter in effect relating to claims for indemnification, the Company shall seek the written opinion of independent counsel as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law, and the Company shall indemnify the Indemnitee to the full extent set forth herein to the extent permitted in such written opinion. Such counsel shall be selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld). The Company agrees to pay the fees and disbursements of such counsel referred to above.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. NLC 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 NLC has not met such standards by (1) the Board of Directors of ESI 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, (2) by the stockholders of ESI 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 (3) in a written opinion by independent legal counsel.
CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. Indemnitee shall be conclusively presumed to have met the relevant standard of conduct required by applicable law for indemnification pursuant to these indemnity provisions, unless a determination is made that Indemnitee has not met such standards: (i) by the Board of Directors of the Company by a majority vote of a quorum of the disinterested directors thereof; (ii) by the stockholders of the Company by majority vote; or (iii) in a written opinion of independent legal counsel retained by the Company. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut the presumption that Indemnitee met the relevant standards of conduct 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.
