Common use of Determination of Conduct Clause in Contracts

Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article X (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article X. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Determination of Conduct. Any indemnification under Sections 1 7.1 and 2 of this Article X 7.2 (unless ordered by a court) shall be made by the Company corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent Agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 7.1 and 2 of this Article X. 7.2. Such determination shall be made (1) by the board Board of directors Directors or an executive committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, obtainable or, even if obtainable obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.