Common use of Special Counsel Clause in Contracts

Special Counsel. If there is a Change in Control of the Company (other than a Change in Control which has been approved by two-thirds or more of the Board who were Directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement, or under the Bylaws or Articles of Incorporation now or hereafter in effect relating to Claims for Indemnifiable Events, the Company will seek legal advice only from independent Special Counsel. Such counsel, among other things, will, within 90 days after its retention, render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.

Special Counsel. If there is a Change in Control of the Company (other than a Change in Control which has been approved by two-thirds or more of the Board who were Directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement, or under the Bylaws or Articles Certificate of Incorporation now or hereafter in effect relating to Claims for Indemnifiable Events, the Company will seek legal advice only from independent Special Counsel. Such counsel, among other things, will, within 90 days after its retention, render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law.