Common use of CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT Clause in Contracts

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. Executive The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct required by Delaware law the DGCL for indemnification pursuant to these indemnity provisionsthis Agreement, unless a determination is made that Executive the Indemnitee has not met such standards (i) by the Board of Directors of Employer the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceeding, (ii) by the shareholders stockholders of Employer the Company by a majority vote, or (iii) in a written opinion of Employerthe 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 Executive the Indemnitee met the relevant standards of conduct required for indemnification pursuant to these indemnity provisionsthis Agreement.

CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. Executive The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct required by Delaware law for indemnification pursuant to these indemnity provisionsthis Agreement, unless a determination is made that Executive the Indemnitee has not met such standards (i) by the Board of Directors of Employer the Company by a majority vote of a quorum thereof consisting of directors who were not parties to such Proceeding, (ii) by the shareholders stockholders of Employer the Company by majority vote, or (iii) in a written opinion of Employerthe 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 Executive the Indemnitee met the relevant standards of conduct required for indemnification pursuant to these indemnity provisionsthis Agreement.