Common use of Determination of Right to Indemnification in Certain Circumstances Clause in Contracts

Determination of Right to Indemnification in Certain Circumstances. Any indemnification under Section 1 or 2 of this Article VI (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 has met the applicable standard of conduct set forth in Section 1 or 2 of this Article IV. Such determination shall be made, with respect to a person who is a Director or officer at the time of such determination, (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, or (3) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Corporation entitled to vote thereon.

Determination of Right to Indemnification in Certain Circumstances. Any indemnification required under Section 1 A or 2 Section B(2) of this Article VI (or authorized by the Corporation under Section B(1) of this Article, 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 Directordirector, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or 2 of this Article IVrequired by K.S.A. 17-6305. Such determination shall be made, with respect to a person who is a Director director or officer at the time of such determination, : (1) by By a majority vote of the Directors directors who are were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors directors designated by a majority vote of such Directorsdirectors, even though less than a quorum, or (3) if there are no such Directorsdirectors, or if such Directors directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Corporation entitled to vote thereonstockholders.