Common use of Independent Counsel Clause in Contracts

Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.

Appears in 95 contracts

Samples: Indemnity Agreement (Compass, Inc.), Indemnity Agreement (Spyre Therapeutics, Inc.), Indemnity Agreement (Aeglea BioTherapeutics, Inc.)

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Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that (i) who has not performed services for the Company or Indemnitee in the five years preceding the time in question and that who would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee, and (ii) is selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, delayed or conditioned.

Appears in 7 contracts

Samples: Indemnity Agreement (BuzzFeed, Inc.), Indemnity Agreement (Nextdoor Holdings, Inc.), Indemnity Agreement (UserTesting, Inc.)

Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel experienced in matters of corporate law that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.

Appears in 2 contracts

Samples: Indemnity Agreement (Borqs Technologies, Inc.), Indemnity Agreement (Marin Software Inc)

Independent Counsel. For purposes of this AgreementDeed, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.

Appears in 2 contracts

Samples: Presbia PLC (Presbia PLC), Presbia PLC

Independent Counsel. For purposes of this Agreement, the term “Independent Counsel” means legal counsel a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has not performed services for been, retained to represent: (i) the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.any matter

Appears in 2 contracts

Samples: Indemnity Agreement (RayzeBio, Inc.), Indemnity Agreement (AN2 Therapeutics, Inc.)

Independent Counsel. For purposes of this Agreement, the term “Independent Counsel” means legal counsel a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has not performed services for been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party; or (ii) any other party to the five years preceding the time in question and that would not, under applicable standards of professional conduct, have proceeding giving rise to a conflict of interest in representing either the Company or Indemnitee.claim for

Appears in 1 contract

Samples: Business Combination Agreement (Phoenix Biotech Acquisition Corp.)

Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that (i) who has not performed services for the Company or Indemnitee in the five years preceding the time in question and that who would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee, and (ii) is selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, delayed, or conditioned.

Appears in 1 contract

Samples: Indemnity Agreement (Remitly Global, Inc.)

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Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question the determination as to whether such counsel is independent is made and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.

Appears in 1 contract

Samples: Indemnity Agreement (ServiceNow, Inc.)

Independent Counsel. For purposes of this Agreement, the term “Independent Counsel” means legal counsel a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has not performed services for been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the five years preceding the time in question and that would not, under applicable standards of professional conduct, have proceeding giving rise to a conflict of interest in representing either the Company or Indemniteeclaim for 2.

Appears in 1 contract

Samples: Indemnity Agreement (CymaBay Therapeutics, Inc.)

Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company Company, any member of the Group or Indemnitee.

Appears in 1 contract

Samples: Indemnity Agreement (King Digital Entertainment PLC)

Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company Company, or any other party to the Proceeding giving rise to a claim for indemnification hereunder, or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.

Appears in 1 contract

Samples: Indemnity Agreement (Trupanion Inc.)

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