Presumption Regarding Standard of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct as defined by applicable law for indemnification pursuant to this Agreement, unless a determination that the Indemnitee has not met the relevant standards is made by (i) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who were not parties to the Proceedings, (ii) the stockholders 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.
Appears in 5 contracts
Samples: Indemnity Agreement (Vicuron Pharmaceuticals Inc), Indemnity Agreement (Vicuron Pharmaceuticals Inc), Indemnification Agreement (Univision Communications Inc)
Presumption Regarding Standard of Conduct. The Indemnitee shall will be conclusively presumed to have met the relevant standards of conduct as defined by applicable law for indemnification pursuant to this Agreement, Agreement unless a determination that the Indemnitee has not met the relevant standards is made by (ia) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who were are not parties to the ProceedingsProceeding, (iib) the stockholders of the Company by majority vote, or (iiic) in a written opinion by independent legal counsel, selection of whom has been made by the Company's Board of Directors and approved by the Indemnitee in writingIndemnitee.
Appears in 3 contracts
Samples: Indemnification Agreement (Power One Inc), Indemnification Agreement (Masimo Corp), Indemnification Agreement (Flour City International Inc /Fa)
Presumption Regarding Standard of Conduct. The Indemnitee shall will be ----------------------------------------- conclusively presumed to have met the relevant standards of conduct as defined by applicable law for indemnification pursuant to this Agreement, Agreement unless a determination that the Indemnitee has not met the relevant standards is made by (ia) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who were are not parties to the ProceedingsProceeding, (iib) the stockholders of the Company by majority vote, or (iiic) in a written opinion by independent legal counsel, selection of whom has been made by the Company's Board of Directors and approved by the Indemnitee in writingIndemnitee.
Appears in 1 contract
Presumption Regarding Standard of Conduct. The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct as defined by applicable law for indemnification pursuant to this Agreement, unless a determination that the Indemnitee has not met the relevant standards is made by (i) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who were not parties to the Proceedings, (ii) the stockholders 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.
Appears in 1 contract
