Common use of Groups Authorized to Make Indemnification Determination Clause in Contracts

Groups Authorized to Make Indemnification Determination. Except where there is a right to indemnification as set forth in Sections 1 or 2 of this Article or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the corporation only as authorized in the specific case upon a determination by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 1 of this Article. This determination shall be made by the board of directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the board of directors designated by the board, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the board of directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in this Section 4, or, if a Quorum of the full board of directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board (including directors who are parties to the action) or (ii) a vote of the shareholders.

Groups Authorized to Make Indemnification Determination. Except In all cases, except where there is a right to indemnification as set forth in Sections 1 or 2 Section 12.2 of this Article these Bylaws or where indemnification is ordered by a court in Section 5court, any indemnification shall be made by the corporation School only as authorized in the specific case upon a determination by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 1 6.1 of this Articlethese bylaws. This determination shall be made by the board Board of directors Directors by a majority vote of those present at a meeting at which a quorum is presentquorum, which quorum in this case shall consist of directors Directors not parties to the proceeding ("Quorum")proceeding. If a Quorum quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the board Board of directors Directors designated by the boardBoard, which committee shall consist of two or more directors Directors not parties to the proceeding, except that directors Directors who are parties to the proceeding may participate in the designation of directors Directors for the committee. If a Quorum quorum of the board Board of directors Directors cannot be obtained and or the committee cannot be established, or even if a Quorum is quorum can be obtained or the committee is designated and a majority of the directors constituting can be established but such Quorum quorum or committee so directs, the determination shall may be made by (i) independent legal counsel selected by a vote of a quorum of the board Board of directors Directors or the a committee in the manner specified in this Section 4, or, if a Quorum quorum of the full board Board of directors Directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board Board (including directors Directors who are parties to the action) or (ii) a vote of the shareholders).

Groups Authorized to Make Indemnification Determination. Except In all cases except where there is a right to indemnification as set forth in Sections 1 or 2 Section 8.2 of this Article article or where indemnification is ordered by a court in Section 5court, any indemnification shall be made by the corporation Corporation only as authorized in the specific case upon a determination by a proper group that the indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 1 of this Article. This determination shall be made by the board Board of directors Directors by a majority vote of those present at a meeting at which a quorum is presentquorum, which quorum shall consist of directors not parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the board of directors designated by the boardBoard of Directors, which committee shall consist of two or more directors not parties to the proceeding, proceeding except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the board Board of directors Directors cannot be obtained and or the committee cannot be established, or even if a Quorum is can be obtained or the committee is designated and a majority of the directors constituting can be established, but such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the board a quorum of directors the Board of Directors or the a committee in the manner specified in this Section 4Section, or, if a Quorum of the full board Board of directors Directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board Board of Directors (including directors who are parties to the action) or (ii) by a vote of the shareholders.