any Legal Matter brought by or on behalf of the Company
any Conflicted Legal Matter
the Company may take over the defense of any Legal Matter covered by Indemnification or Advancement under the Agreement, alone or with others providing Indemnification, by giving You Notice. The Company will not pay You for any Expenses for a Legal Matter incurred after the Company takes over the defense, except the Company will pay Expenses for Your own lawyer in any of these situations:
The Company agrees in writing to pay for Your lawyer.
The Legal Matter becomes a Conflicted Legal Matter.
The Company fails to hire its own counsel to defend the Legal Matter within 60 days of giving You Notice that it has taken over the defense.