Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.
Appears in 95 contracts
Samples: Indemnification Agreement (Compass, Inc.), Indemnity Agreement (Spyre Therapeutics, Inc.), Indemnity Agreement (Aeglea BioTherapeutics, Inc.)
Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that (i) who has not performed services for the Company or Indemnitee in the five years preceding the time in question and that who would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee, and (ii) is selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, delayed or conditioned.
Appears in 8 contracts
Samples: Indemnification & Liability (BioAge Labs, Inc.), Indemnity Agreement (BuzzFeed, Inc.), Indemnity Agreement (Nextdoor Holdings, Inc.)
Independent Counsel. For purposes of this Agreement, “"Independent Counsel” " means legal counsel that (i) who has not performed services for the Company or Indemnitee in the five years preceding the time in question and that who would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee, and (ii) is selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, delayed or conditioned.
Appears in 4 contracts
Samples: Indemnification Agreement (Starfighters Space, Inc.), Indemnification Agreement (Starfighters Space, Inc.), Indemnity Agreement (Starfighters Space, Inc.)
Independent Counsel. For purposes of this AgreementDeed, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.
Appears in 2 contracts
Samples: Deed of Indemnification (Presbia PLC), Deed of Indemnification (Presbia PLC)
Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel experienced in matters of corporate law that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.
Appears in 2 contracts
Samples: Indemnity Agreement (Borqs Technologies, Inc.), Indemnity Agreement (Marin Software Inc)
Independent Counsel. For purposes of this Agreement, the term “Independent Counsel” means legal counsel a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has not performed services for been, retained to represent: (i) the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.any matter
Appears in 2 contracts
Samples: Indemnification Agreement (RayzeBio, Inc.), Indemnification Agreement (AN2 Therapeutics, Inc.)
Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question the determination as to whether such counsel is independent is made and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.
Appears in 1 contract
Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that (i) who has not performed services for the Company or Indemnitee in the five years preceding the time in question and that who would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee, and (ii) is selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, delayed, or conditioned.
Appears in 1 contract
Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company Company, any member of the Group or Indemnitee.
Appears in 1 contract
Samples: Indemnity Agreement (King Digital Entertainment PLC)
Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company Company, or any other party to the Proceeding giving rise to a claim for indemnification hereunder, or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.
Appears in 1 contract
Samples: Indemnity Agreement (Trupanion Inc.)
