Common use of Presumption Regarding Standard of Conduct Clause in Contracts

Presumption Regarding Standard of Conduct. The Indemnitee will 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 (a) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who are not parties to the Proceeding, (b) the stockholders of the Company by majority vote, or (c) 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.

Presumption Regarding Standard of Conduct. The Indemnitee will 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 (a) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who are not parties to the Proceeding, (b) the stockholders shareholders of the Company by majority vote, or (c) 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.

Presumption Regarding Standard of Conduct. The Indemnitee will 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 (ai) the Board of Directors of the Company by a majority vote of a quorum consisting the directors of directors the Company who are not parties to the Proceeding, even though less than a quorum, (bii) a majority vote of the stockholders of the Company by majority voteCompany, or (ciii) in a written opinion by independent legal counsel, selection of whom has been made by the Company’s 's Board of Directors and approved by the Indemnitee.

Presumption Regarding Standard of Conduct. The Indemnitee 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 (a) the Board of Directors of the Company by a majority vote of a quorum consisting of directors who are not parties to the ProceedingProceedings, (b) the stockholders of the Company by majority vote, or (c) in a written opinion by independent legal counsel, selection of whom has been made by the Company’s 's Board of Directors and approved by the IndemniteeIndemnitee in writing.