Forum for Determination Sample Clauses
The Forum for Determination clause designates a specific court, tribunal, or other body as the exclusive venue for resolving disputes arising under the agreement. In practice, this means that if a disagreement occurs, the parties are required to bring their case to the named forum, such as a particular state court or arbitration panel, rather than any other jurisdiction. This clause provides certainty and predictability by ensuring that all disputes are handled in a predetermined location, thereby reducing confusion and potential jurisdictional conflicts.
Forum for Determination. The Indemnitee shall be entitled to select from among the following the forums in which the validity of the Company’s claim under Section VI.C above that the Indemnitee is not entitled to indemnification will be heard:
1. A majority of the Disinterested Directors, or, if there are fewer than three (but at least one) Disinterested Directors, all of the Disinterested Directors;
2. The shareholders of the Company;
3. Legal counsel selected by the Indemnitee, subject to the approval of the Board, which approval shall not be unreasonably delayed or denied and which counsel shall make such determination in a written opinion; or
4. A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected jointly by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to this Section VI.D, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to give the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the forum selected in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company fails to submit the matter to the selected forum within thirty (30) days of the Indemnitee’s written notice or if the selected forum fails to make the requested determination within thirty (30) days of the matter being submitted to it by the Company, the determination that the Indemnitee has the right to indemnification will be made.
Forum for Determination. Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 4.2 hereof that Indemnitee is not entitled to indemnification will be heard from among the following:
(a) A committee of the Disinterested Directors, even though the Disinterested Directors be less than a quorum;
(b) The stockholders of the Company;
(c) Legal counsel selected by Indemnitee, and reasonably approved by the Board, which counsel shall make such determination in a written opinion; or
(d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators so selected. As soon as practicable, and in no event later than thirty (30) days after written notice of Indemnitee’s choice of forum pursuant to this Section 4.3, the Company shall, at its own expense, submit to the selected forum in such manner as Indemnitee or Indemnitee’s counsel may reasonably request, its claim that Indemnitee is not entitled to indemnification, and the Company shall act in the utmost Good Faith to assure Indemnitee a complete opportunity to defend against such claim.
Forum for Determination. If the Indemnitee is serving as a ----------------------- director or officer of the Company at the time the determination is to be made, the Indemnitee shall be entitled to select from among the following the forum in which the validity of the Company's claim under Section 6.3 that the Indemnitee is not entitled to indemnification will be heard:
1. A majority vote of the Directors who are Disinterested Directors, even though less than a quorum;
Forum for Determination. (a) The Indemnitee shall be entitled to select from among the following means for determining Indemnitee’s right to indemnification:
(i) By a majority vote of a quorum of the Board consisting of Disinterested Directors. If a quorum of Disinterested Directors cannot be obtained, by majority vote of a committee duly appointed by the Board and consisting solely of 2 or more Disinterested Directors. Directors who are not Disinterested Directors may participate in the designation of members of the committee;
(ii) By independent legal counsel mutually selected by Indemnitee and selected by a quorum of the Board or its committee in the manner prescribed in (i) above or, if unable to obtain such a quorum or committee, by a majority vote of the full Board, including directors who are not Disinterested Directors;
(iii) By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under (ii) above to select independent legal counsel, one arbitrator selected by Indemnitee and one arbitrator selected by the 2 arbitrators previously selected;
(iv) By an affirmative vote of Voting Securities in accordance with Wisconsin law. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related Proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination; or
(v) By order of a court of competent jurisdiction. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to this Section 6.2, the Company shall, at its own expense, submit Indemnitee’s claim for indemnification and any claim the Company has with respect to Non-Indemnifiable Liabilities.
(b) The fees and expenses of the selected forum in connection with making the determination contemplated hereunder shall be paid by the Company.
(c) In any such determination by the selected Authority there shall exist a rebuttable presumption that the Indemnitee’s conduct did not constitute a Breach of Duty and that indemnification against the requested amount of Liabilities is required. The burden of rebutting such a presumption by clear and convincing evidence shall be on the Company or such other party asserting that such indemnification should not be allowed.
(d) The Authority shall make its determination within sixty (60) days of being selected and shall submit a written opinion of its conclusion simultaneously to both the Co...
Forum for Determination. In the event that SECTION 6.2 is inapplicable with respect to any Proceeding, or any claim, issue or matter therein, or unless ordered by a court, or unless the Company has advanced Expenses, then any such discretionary indemnification may be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. Such determination must be made:
1. By the stockholders;
2. By the Board of Directors by majority vote of a quorum consisting of Disinterested Directors;
3. If a majority vote of a quorum consisting of Disinterested Directors so orders, by independent legal counsel in a written opinion; or
4. If a majority vote of a quorum consisting of Disinterested Directors cannot be obtained, by independent legal counsel in a written opinion. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to this SECTION 6.4, the Company shall, at the expense of the Company, submit to the selected forum, in such manner as the Indemnitee or the Indemnitee's counsel may reasonably request, its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. The fees and expenses of the selected forum in connection with making the determination contemplated hereunder shall be paid by the Company. If the Company shall fail to submit the matter to the selected forum within thirty (30) days after the Indemnitee's written notice, or if the forum so empowered to make the determination shall have failed to make the requested