Common use of Determination of Conduct Clause in Contracts

Determination of Conduct. Any indemnification under Sections 7.1 and 7.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the Agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 7.1 and 7.2. Such determination shall be made (1) by the Board of 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 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 7.1 6.1 and 7.2 6.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the Agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 7.1 6.1 and 7.26.2. Such determination shall be made (1) by the Board of 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) or if such 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 7.1 and 7.2 Section 12.1 (unless ordered by a courtcourt as referred to in such Section) shall be made by the corporation Company only as authorized in the specific case upon a determination that the indemnification of the Agent Manager is proper in the circumstances because he such Manager has met the applicable standard of conduct set forth in Sections 7.1 and 7.2Section 12.1. Such determination shall be made (1i) by the Board of Directors or an executive committee Managers by a majority vote of a quorum consisting of directors Managers who were not parties to such action, suit or proceedingProceeding, or (2ii) if such quorum is not obtainable or, even if obtainable, a quorum of such disinterested directors Managers so directs, by independent legal counsel in a written opinion, or (3iii) by the stockholdersMembers by a vote of a majority-in-interest of Members, whether or not constituting a quorum, who were not parties to such Proceeding.

Determination of Conduct. Any indemnification under Sections 7.1 and 7.2 8.1 or 8.2 hereof (unless ordered by a court) ), shall be made by the corporation Corporation only as authorized in the specific case cases upon a determination that the indemnification of the Agent is proper in the circumstances because he the person claiming indemnification has met the applicable standard of conduct set forth in Sections 7.1 and 7.2such Sections. Such determination shall be made (1i) by the Board of Directors or an executive committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit suit, or proceeding, or (2ii) if such quorum is not obtainable orobtainable, or even if obtainable, obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3iii) by the stockholdersshareholders.