Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) shall make such determination in writing, subject to the following:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Victory Park Capital Advisors, LLC), Indemnification Agreement (Power Solutions International, Inc.), Indemnification Agreement (Diamond Resorts International, Inc.)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board Company’s board of directors (provided, that following a Change of Control, such which Reviewing Party shall, at the written election of Indemnitee, shall be an Independent Legal CounselCounsel in the event Former Directors or Officers are seeking indemnification hereunder following a Change in Control) shall make such determination in writing, subject to the following:
Appears in 2 contracts
Samples: Indemnification Agreement (IPC the Hospitalist Company, Inc.), Form of Indemnification Agreement (Dolan Media CO)
Reviewing Party Determination. If, and to the extent, any applicable law or this Agreement requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change of Control, such which Reviewing Party shall, at the written election of Indemnitee, shall be an Independent Legal CounselCounsel in the event any Former Director or Officer is seeking indemnification hereunder) shall make such determination in writing, subject to the following:
Appears in 2 contracts
Samples: Indemnification Agreement (OneSpan Inc.), Indemnification Agreement (Vasco Data Security International Inc)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, provided that following a Change of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) shall make such determination in writing, subject to the following:
Appears in 1 contract
Samples: Form of Indemnification Agreement (Information Services Group Inc.)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) shall make such determination in writing, subject to the following:
Appears in 1 contract
Samples: Indemnification Agreement (Unigene Laboratories Inc)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, provided that following a Change of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) shall make such determination in writing, subject to the following:
Appears in 1 contract
Samples: Indemnification Agreement (Unigene Laboratories Inc)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section Sections 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change Company’s or EMJ’s board of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) directors shall make such determination in writingdetermination, subject to the following:
Appears in 1 contract
Samples: Indemnification Agreement (Jorgensen Earle M Co /De/)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) shall make such determination in writing, subject to the following:
Appears in 1 contract
Samples: Indemnification Agreement (Keypath Education International, Inc.)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section SECTIONS 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change Company's board of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) directors shall make such determination in writingdetermination, subject to the following:
Appears in 1 contract
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Company's Board of Directors (provided, that following a Change of Control, such which Reviewing Party shall, at the written election of Indemnitee, shall be an Independent Legal CounselCounsel in the event Former Directors or Officers are seeking indemnification hereunder following a Change in Control) shall make such determination in writing, subject to the following:
Appears in 1 contract
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section Sections 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) shall make such determination in writingdetermination, subject to the following:
Appears in 1 contract
Samples: Form of Indemnification Agreement (optionsXpress Holdings, Inc.)
Reviewing Party Determination. If, and to the extent, any applicable law requires the determination that Indemnitee has met the applicable standard of conduct set forth in Section 2(a) or 2(b), as applicable, as a condition to any such indemnification, a Reviewing Party chosen by the Company Board (provided, that following a Change Company’s board of Control, such Reviewing Party shall, at the written election of Indemnitee, be an Independent Legal Counsel) directors shall make such determination in writingdetermination, subject to the following:
Appears in 1 contract
Samples: Indemnification Agreement (Rli Corp)