Definition of Reviewing Party. Other than as contemplated by Section 3(b), the person, persons or entity who shall determine whether Indemnitee is entitled to indemnification in the first instance (“the Reviewing Party”) shall be (i) the Board of Directors of the Company acting by a majority vote of a quorum of Disinterested Directors or (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written determination to the Board of Directors, a copy of which shall be delivered to Indemnitee.
Appears in 9 contracts
Samples: Indemnification Agreement (LSC Communications, Inc.), Indemnification Agreement (Donnelley Financial Solutions, Inc.), Indemnification Agreement (RR Donnelley & Sons Co)
Definition of Reviewing Party. Other than as contemplated by Section 3(b), the person, persons or entity Person who shall determine whether Indemnitee the Executive is entitled to indemnification in the first instance (the “the Reviewing Party”) shall be (i) the Board of Directors of the Company acting by a majority vote of a quorum of Disinterested Directors or (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written determination to the Board of DirectorsBoard, a copy of which shall be delivered to Indemniteethe Executive.
Appears in 3 contracts
Samples: Employment Agreement (Acg Holdings Inc), Employment Agreement (Acg Holdings Inc), Employment Agreement (Acg Holdings Inc)
