Common use of Shareholder Vote on Determination Clause in Contracts

Shareholder Vote on Determination. In connection with each meeting at which a shareholder Determination will be made, the Corporation shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Corporation proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement unless the failure to include such a recommendation would violate applicable laws in the reasonable determination of the Corporation’s counsel.

Appears in 4 contracts

Samples: Indemnification Agreement (CLS Holdings USA, Inc.), Indemnification Agreement (CLS Holdings USA, Inc.), Indemnification Agreement (CLS Holdings USA, Inc.)

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Shareholder Vote on Determination. In connection with each meeting at which a shareholder Shareholder Determination will be made, the Corporation Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Corporation Board will not recommend against indemnification or reimbursement in any proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include unless it determines that it must do so as a recommendation against indemnification or reimbursement unless the failure to include such result of its fiduciary duties and applicable law based upon written determinations of fact by a recommendation would violate applicable laws in the reasonable determination committee comprised of the Corporation’s Disinterested Directors and written advice of outside legal counsel.

Appears in 1 contract

Samples: Indemnification Agreement (World Fuel Services Corp)

Shareholder Vote on Determination. In connection with each meeting at which a shareholder Determination will be made, the Corporation shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Corporation Corporation’s proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement unless the failure to include such a recommendation would violate applicable laws in the reasonable determination of the Corporation’s counsel.

Appears in 1 contract

Samples: Indemnification Agreement (Perry Ellis International, Inc)

Shareholder Vote on Determination. In connection with each meeting at which a shareholder Shareholder Determination will be made, the Corporation Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Corporation Subject to the fiduciary duties of its members under applicable law, the Board will not recommend against indemnification or reimbursement in any proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement unless the failure to include such a recommendation would violate applicable laws in the reasonable determination of the Corporation’s counselIndemnitee.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Koger Equity Inc)

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Shareholder Vote on Determination. In connection with each meeting at which a shareholder Determination will be made, the Corporation shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Corporation Corporation’s proxy statement statement, if any, relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement unless the failure to include such a recommendation would violate applicable laws in the reasonable determination of the Corporation’s counsel.

Appears in 1 contract

Samples: Indemnification Agreement (Paradise Inc)

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