Determination of Right of Indemnification. Any indemnification under Sections 1(a) and (b) shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(a) and (b) by any of the following:
(i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or
(ii) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; or
(iii) Approval of the stockholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or
(iv) By the court in which such proceeding is or was pending upon application made by the Corporation or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the Corporation.
Determination of Right of Indemnification. Any indemnification under Sections 1(a) and (b) shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 1(a) and (b) by any of the following:
(i) A majority vote of a quorum of the Corporation’s board of directors consisting of directors who are not parties to such proceeding; or
Determination of Right of Indemnification. Any indemnification under Sections 1(a) above (unless ordered by a court) shall be made by the Corporation only following receipt of a written request by the Indemnitee and only as authorized in the specific case upon a determination that indemnification of the Indemnitee is permissible in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1(a). Such determination shall be made within thirty (30) days from the date the written request of the Indemnitee is received by the Corporation by (i) a majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to such Proceeding; (ii) if such a quorum cannot be obtained, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate) consisting solely of two (2) or more directors not at the time parties to the Proceeding; (iii) by the shareholders (but shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted in the determination); or (iv) by independent special legal counsel. Such independent special legal counsel shall be selected by (i) the majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to the Proceeding; (ii) if such a quorum cannot be obtained, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties to the Proceeding may participate) consisting solely of two (2) or more directors not at the time parties to the Proceeding; (iii) if a quorum of directors not party to the Proceeding cannot be obtained and a committee consisting solely of two (2) or more directors not at the time parties to the Proceeding cannot be designated to select independent special legal counsel, then such independent special legal counsel may be selected by majority vote of the full board of directors (in which selection directors who are parties may participate). The term "independent special legal counsel" as used herein, means a law firm, an attorney, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the past five (5) years has been, retained to represent (i) either the Corporation or Indemnitee in any matter material to either party, or (ii) any other party to a Proceeding giving rise to a claim for indemnification hereunder....
Determination of Right of Indemnification. Any indemnification under Section 5.1 or 5.2 (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 director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 5.1 or 5.
Determination of Right of Indemnification. Any indemnification under Sections 1 and 2 of this Article V (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 Agent is proper in the circumstances because the Agent has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article V, which determination is made (a) 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 (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.
Determination of Right of Indemnification. Any indemnification under Section 1 above (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 Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standards of conduct set forth in Section 1. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders of the Corporation.
Determination of Right of Indemnification. Any indemnification under Sections 2(a) and (b) shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth above in Sections 2(a) and (b) by any of the following:
(i) a majority vote of the Corporation’s board of directors consisting of directors who are not parties to such proceeding (“Disinterested Directors”), even if less than a quorum; or
(ii) a committee of the Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum; or
(iii) if there are no such Disinterested Directors, or if such Disinterested Directors so direct, by Independent Legal Counsel in a written opinion; or
(iv) approval of the stockholders by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of stockholders as provided in the Bylaws, with the shares owned by the person to be indemnified not being entitled to vote thereon; or
(v) by the court in which such proceeding is or was pending upon application made by the Corporation or its Agent or attorney or other person rendering services in connection with the defense, whether or not such application by the Agent, attorney or other person is opposed by the Corporation.
Determination of Right of Indemnification. If the HRPA contests the Indemnitee’s right to indemnification under Section 2.1, the determination of the Indemnitee’s right to indemnification shall be made by the Court and:
(a) the burden of proving that the Indemnitee did not meet the standards set out in Section 2.3 shall be on the HRPA; and
(b) neither a determination by the HRPA that the Indemnitee is not entitled, nor any failure of the HRPA to determine that the Indemnitee is entitled, to indemnification because the Indemnitee did not meet the standards set out in Section 2.3 shall create a presumption that the Indemnitee did or did not meet such standards.
Determination of Right of Indemnification. If the Corporation contests the Director’s right to indemnification under Section 2.1, the determination of the Director’s right to indemnification shall be made by the Court and:
(a) the burden of proving that the Director did not meet the standards set out in Section 2.2 shall be on the Corporation; and
(b) neither the determination by the Corporation, nor failure of the Corporation to determine, that the Director is not entitled to indemnification because he did not meet the standards set out in Section 2.2 shall create a presumption that the Director did or did not meet such standards.
Determination of Right of Indemnification. Any indemnification under Article IX(a) and Article IX(b) shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the Agent is proper in the circumstances because that Agent has met the applicable standard of conduct set forth above in Article IX(a) and Article IX
