Determination Required. Any indemnification provided for under Section 10.01 and not precluded under Section 10.02 shall be made by the POOL only upon a determination that such indemnification of the officer or DIRECTOR is proper in the circumstances because he has met the requirements set forth in Section 10.01. Such determination may be made only (a) by a majority vote of a quorum consisting of DIRECTORS of the BOARD who were not and are not parties to, or treated with, any such action, suit or proceeding, or (b) if such a quorum is not obtainable or if a majority of a quorum of disinterested DIRECTORS so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the POOL or any person to be indemnified, within the past five years, or (c) by the court in which such action, suit or proceeding was brought, if any.
Determination Required. Any indemnification required under Section 4.1 and not precluded under Section 4.2 shall be made by Central only upon a determination that such indemnification is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in Section 4.1. Such determination may be made only (a) by a majority vote of a quorum consisting of directors of Central who were not and are not parties to, or threatened with, any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for Central, or any Person to be indemnified, within the past five years, or (c) by the shareholders, or (d) by the Court of Common Pleas of Franklin County, Ohio or (if Central is a party thereto) the court in which such action, suit, or proceeding was brought, if any; any such determination may be made by a court under clause (d) of this Section 4.3 at any time, including any time before, during, or after the time when any such determination may be requested of, be under consideration by, or have been denied or disregarded by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3 shall be evidence in rebuttal of the presumption recited in Section
4.1. Any determination made by the disinterested directors under clause (a) or by independent legal counsel under clause (b) of this Section 4.3 to make indemnification in respect of any claim, issue, or matter asserted in an action or suit threatened or brought by or in the right of Central shall be promptly communicated to the Person who threatened or brought such action or suit, and within ten days after receipt of such notification such Person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.
Determination Required. Any indemnification under Section 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 director, officer, employee or agent is proper in the circumstances because such director, officer, employee or agent has met the applicable standard of conduct set forth in this Section 1. Such determination shall be made: (i) by the Board by a majority vote of those directors who were not parties to the particular action, suit or proceeding, or (ii) if there are no such non-party directors, or , even if there are, and a majority of such non-party directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.
Determination Required. Any indemnification under sub-paragraph (1) or (2) of this paragraph (a) (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 such director, officer, employee or agent has met the applicable standard of conduct set forth in said sub-paragraph. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the particular action, suit or proceeding, or (ii) 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 (iii) by the stockholders.
