Separate Counsel definition
Examples of Separate Counsel in a sentence
The principal counsel for Outside Directors ("Principal Counsel") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors ("Separate Counsel") shall be determined by majority vote of such Indemnitees.
The principal counsel for Outside Directors ("Principal Counsel") shall be determined by majority vote of the Outside Directors, and the Principal Counsel for the Indemnitees who are not Outside Directors ("Separate Counsel") shall be determined by majority vote of such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably withheld or delayed).
Nothing herein shall prevent the Beneficiaries from retaining their own counsel ("SEPARATE COUNSEL") and participating in their own defense at their own expense, provided that the Licensor shall ensure that the Separate Counsel shall coordinate their actions with, and shall act only upon the prior approval of, the Company's counsel.
The principal counsel for Outside Directors ("Principal Counsel") shall be determined by majority vote of the Outside Directors, and the principal counsel for the indemnitees who are not Outside Directors ("Separate Counsel") shall be determined by majority vote of such indemnitees.
The obligation of the Corporation to reimburse Indemnitee for the fees and disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, except to the extent authorized by subsection (d)(i) above.