Reviewing Party. A "Reviewing Party" means (i) the Board of Directors or a committee of directors of the Company, who are not officers, appointed by the Board of Directors, provided that a majority of such directors are not parties to the claim or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officers.
Appears in 7 contracts
Samples: Indemnification Agreement (Pharmerica Inc), Indemnification Agreement (Mannatech Inc), Indemnification Agreement (Mannatech Inc)
Reviewing Party. A "Reviewing Party" means (i) the Board of Directors or a committee of directors of the Company, who are not officers, appointed by the Board of Directors, provided that a majority of such directors are not parties to the claim claim, or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officers.
Appears in 4 contracts
Samples: Indemnification Agreement (Resortquest International Inc), Indemnification Agreement (Resortquest International Inc), Indemnification Agreement (Resortquest International Inc)
Reviewing Party. A "Reviewing Party" means (i) the Board board of Directors directors or a committee of directors of the CompanyCorporation, who are not officers, appointed by the Board board of Directorsdirectors, provided that a majority of such directors are not parties to the claim in question, or (ii) special, independent counsel selected and appointed by the Board board of Directors directors or by a committee of directors of the Company Corporation who are not officers.
Appears in 2 contracts
Samples: Indemnification Agreement (Ignis Petroleum Group, Inc.), Indemnification Agreement (Ignis Petroleum Group, Inc.)
Reviewing Party. A "Reviewing Party" means (i) the person or body appointed by the Company's Board of Directors pursuant to Section 10(c) and in accordance with applicable law, which person or a committee of directors body shall be either members of the Company, 's Board of Directors who are not officers, appointed by interested in the Board of Directors, provided that a majority of such directors are not parties to the claim particular Claim or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officersIndependent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Precise Software Solutions LTD), Indemnification Agreement (Precise Software Solutions LTD)
Reviewing Party. A "Reviewing Party" means (i) the Board of Directors or a committee of directors of the Company, who are not officers, appointed by the Board of DirectorsBoard, provided that a majority of such directors are not parties to the claim or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officers.
Appears in 2 contracts
Samples: Indemnification Agreement (Dispatch Management Services Corp), Indemnification Agreement (Travel Services International Inc)
Reviewing Party. A "“Reviewing Party" ” means the person or body appointed by the Company’s Board of Directors pursuant to Section 12(c) and in accordance with applicable law, which person or body shall be either (i) members of the Company’s Board of Directors or a committee of directors of the Company, who are not officers, appointed by interested in the Board of Directors, provided that a majority of such directors are not parties to the claim particular Claim; or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officers.)
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Reviewing Party. A "Reviewing Party" means (i) the Board of Directors or of the Company, provided, that a committee determination by the Board under this Agreement shall require a majority vote of a quorum of directors of the Company, who are not officers, appointed by the Board of Directors, provided that a majority of such directors are not parties to the claim or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officersor were not parties to the action, suit or proceeding or (ii) independent legal counsel selected by the Board.
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Reviewing Party. A "Reviewing Party" means (i) the Board of Directors or a committee of directors of the Company, who are not officers, appointed by the Board of Directors, provided that a majority of such directors are not parties to the claim such action, suit or proceeding, even though less than a quorum; (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (iii) if there are no such disinterested directors or if such directors so direct, by independent legal counsel in a written opinion; or (iv) the Company who are not officersstockholders.
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Reviewing Party. A "“Reviewing Party" means (i) the Board of Directors or of the Company, provided, that a committee determination by the Board under this Agreement shall require a majority vote of a quorum of directors of the Company, who are not officers, appointed by the Board of Directors, provided that a majority of such directors are not parties to the claim or (ii) special, independent counsel selected and appointed by the Board of Directors or by a committee of directors of the Company who are not officersor were not parties to the action, suit or proceeding or (ii) independent legal counsel selected by the Board.
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