Common use of Selection of Counsel after Change in Control Clause in Contracts

Selection of Counsel after Change in Control. If a Change in Control shall have occurred, Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee requests that the selection be made in the manner described in Section 5(c)(3)), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within fifteen (15) days after the written notice of selection has been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to the selection; provided, however, that the objection may be asserted only on the ground that the counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined in Section 1 of this Agreement. The objection shall set forth with particularity the factual basis of the assertion. If a written objection is made and substantiated, the counsel selected may not serve as Independent Legal Counsel unless and until the objection is withdrawn or a court has determined that the objection is without merit. If, within fifteen (15) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the court or by another person that the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 5(c).

Selection of Counsel after Change in Control. If a Change in Control shall have occurred, Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee requests that the such selection be made in the manner described in Section 5(c)(34(b)(3)), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within fifteen ten (1510) days after the such written notice of selection has been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to the such selection; provided, however, that the such objection may be asserted only on the ground that the such counsel so selected does not meet the requirements of “"Independent Legal Counsel” " as defined in Section 1 of this Agreement. The , and the objection shall set forth with particularity the factual basis of the such assertion. If a such written objection is so made and substantiated, the counsel so selected may not serve as Independent Legal Counsel unless and until the such objection is withdrawn or a court has determined that the such objection is without merit. If, within fifteen twenty (1520) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that which shall have been made by the Corporation or Indemnitee to the other’s 's selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the court or by another such other person that as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 5(c4(b).

Selection of Counsel after Change in Control. If a Change in Control shall have occurred, Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee requests that the such selection be made in by a majority of the manner described in Section 5(c)(3)Disinterested Directors, or if no Disinterested Directors, by a majority of the full Board of Directors), and Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the CorporationCompany, as the case may be, may, within fifteen ten (1510) days after the such written notice of selection has been given, deliver to the Corporation Company or to Indemnitee, as the case may be, a written objection to the such selection; provided, however, that the such objection may be asserted only on the ground that the such counsel so selected does not meet the requirements of “"Independent Legal Counsel” " as defined in Section 1 of this Agreement. The , and the objection shall set forth with particularity the factual basis of the such assertion. If a such written objection is so made and substantiated, the counsel so selected may not serve as Independent Legal Counsel unless and until the such objection is withdrawn or a court has determined that the such objection is without merit. If, within fifteen twenty (1520) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation Company or Indemnitee may petition the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that which shall have been made by the Corporation Company or Indemnitee to the other’s 's selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the court or by another such other person that as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 5(c4(b).

Selection of Counsel after Change in Control. If a Change in Control -------------------------------------------- shall have occurred, Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee requests that the such selection be made in by a majority of the manner described in Section 5(c)(3)Disinterested Directors, or if no Disinterested Directors, by a majority of the full Board of Directors), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within fifteen ten (1510) days after the such written notice of selection has been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to the such selection; provided, however, that the such ----------------- objection may be asserted only on the ground that the such counsel so selected does not meet the requirements of “"Independent Legal Counsel” " as defined in Section 1 of this Agreement. The , and the objection shall set forth with particularity the factual basis of the such assertion. If a such written objection is so made and substantiated, the counsel so selected may not serve as Independent Legal Counsel unless and until the such objection is withdrawn or a court has determined that the such objection is without merit. If, within fifteen twenty (1520) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that which shall have been made by the Corporation or Indemnitee to the other’s 's selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the court or by another such other person that as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 5(c4(b).

Selection of Counsel after Change in Control. If a Change in Control shall have occurred, Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee requests that the selection be made in the manner described in Section 5(c)(3)), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within fifteen (15) days after the written notice of selection has been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to the selection; provided, however, that the objection may be asserted only on the ground that the counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined in Section 1 of this Agreement. The objection shall set forth with particularity the factual basis of the assertion. If a written objection is made and substantiated, the counsel selected may not serve as Independent Legal Counsel unless and until the objection is withdrawn or a court has determined that the objection is without merit. If, within fifteen (15) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person Person selected by the court or by another person Person that the court shall designate, and the person Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Legal Counsel under Section 5(c).

Selection of Counsel after Change in Control. If a Change in Control shall have has occurred, Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee requests that the selection be made in the manner described in Section 5(c)(34(c)(iii)), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within fifteen (15) days after the written notice of selection has been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to the selection; provided, however, that the objection may be asserted only on the ground that the counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined in Section 1 of this Agreement1. The objection shall set forth with particularity the factual basis of the assertion. If a written objection is made and substantiated, the counsel selected may not serve as Independent Legal Counsel unless and until the objection is withdrawn or a court has determined that the objection is without merit. If, within fifteen (15) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall have has been selected and not objected to, either the Corporation or Indemnitee may petition the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that shall have has been made by the Corporation or Indemnitee to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person Person selected by the court or by another person Person that the court shall designate, and the person Person with respect to whom all objections are so resolved or the person Person so appointed shall act as Independent Legal Counsel under Section 5(c4(c).

Selection of Counsel after Change in Control. If a Change in Control shall have occurred, Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee requests that the selection be made in the manner described in Section 5(c)(3)), and Indemnitee shall give written notice to the Corporation Company advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the CorporationCompany, as the case may be, may, within fifteen (15) days after the written notice of selection has been given, deliver to the Corporation Company or to Indemnitee, as the case may be, a written objection to the selection; provided, however, that the objection may be asserted only on the ground that the counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined in Section 1 of this Agreement. The objection shall set forth with particularity the factual basis of the assertion. If a written objection is made and substantiated, the counsel selected may not serve as Independent Legal Counsel unless and until the objection is withdrawn or a court has determined that the objection is without merit. If, within fifteen (15) days after submission by Indemnitee of a written request for indemnification, no Independent Legal Counsel shall have been selected and not objected to, either the Corporation Company or Indemnitee may petition the court conducting the Proceeding, or another court of competent jurisdiction, for resolution of any objection that shall have been made by the Corporation Company or Indemnitee to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the court or by another person that the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 5(c).. (e)