Determination of Conduct. Any indemnification under sections 8(a) or 8(b) of this Article 8 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 8(a) or 8(b) of this Article 8. Such determination shall be made (a) by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.
Appears in 2 contracts
Samples: Option Agreement (SoulCycle Inc.), Option Agreement (SoulCycle Inc.)
Determination of Conduct. Any indemnification under sections 8(a) or 8(b) of this Article 8 Section 6.1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 8(aparagraphs (a) or 8(band (b) of this Article 8Section 6.1. Such determination shall be made made, with respect to a person who is a director or officer at the time of determination, (a) by a majority vote of the directors who were are not parties to such action, suit suit, or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)