Common use of Method of Determination Clause in Contracts

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made, as follows: (a) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. (b) If a Change in Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum; (iii) if there are no such Disinterested Directors, by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholders.

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s 's entitlement to indemnification shall be mademade by the Board by a majority vote of the Disinterested Directors (even though less than a quorum). In the event that there are no Disinterested Directors, or if a majority of the Disinterested Directors so directs, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or by the stockholders of the Corporation, as follows: (a) if determined by such quorum of Disinterested Directors or by a majority of the Board, as the case may be. If a Change in Control has occurred, unless occurred and Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02so requests, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. (b) If a Change in Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum; (iii) if there are no such Disinterested Directors, by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholders.

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made, made as follows: (a) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.026.2, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (b) if a Change of Control has not occurred, and subject to Section 6.5, the determination shall be made by the Board by a majority vote of a quorum consisting of Disinterested Directors. In the event that a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. (b) If a Change in Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum; (iii) if there are no such Disinterested Directors, by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholders.

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s 's entitlement to indemnification shall be made, made as follows: (a) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.; (b) If if a Change in of Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) the Board by a majority vote of the a quorum consisting of Disinterested Directors, even though less than . In the event that a quorum; (ii) by a committee quorum of the Board consisting of Disinterested Directors designated by majority vote of such Disinterested Directorsis not obtainable or, even though less than a quorum; (iii) if there are no obtainable, such quorum of Disinterested DirectorsDirectors so directs, the determination shall be made by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholdersa copy of which shall be delivered to Indemnitee.

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s 's entitlement to indemnification shall be made, made as follows: (a) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.; (b) If if a Change in of Control has not occurred, and subject to Section 6.036.05, the determination shall be made by (i) the Board by a majority vote of the a quorum consisting of Disinterested Directors, even though less than . In the event that a quorum; (ii) by a committee quorum of the Board consisting of Disinterested Directors designated by majority vote of such Disinterested Directorsis not obtainable or, even though less than a quorum; (iii) if there are no obtainable, such quorum of Disinterested DirectorsDirectors so directs, the determination shall be made by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholdersa copy of which shall be delivered to Indemnitee.

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made, made as follows: (a) i. if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (bii) of this Section 6.027(b), the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; ii. if a Change of Control has not occurred, unless otherwise required by law, the determination shall be made by the Board by a majority vote of Disinterested Directors, even though less than a quorum. In the event that there are no Disinterested Directors or if such Disinterested Directors so direct, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. (b) If a Change in Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum; (iii) if there are no such Disinterested Directors, by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholders.

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made, as follows: (a) if a Change in of Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. (b) If a Change in of Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum; (iii) if there are no such Disinterested Directors, by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholders.

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made, as follows: (a) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. (b) If a Change in Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum; (ii) by a committee of Disinterested Directors designated by majority vote of such Disinterested Directors, even though less than a quorum; (iii) if there are no such Disinterested Directors, by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholders.. 24509257.1

Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made, made as follows: (a) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (b) of this Section 6.02, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.; (b) If if a Change in of Control has not occurred, and subject to Section 6.03, the determination shall be made by (i) the Board by a majority vote of the a quorum consisting of Disinterested Directors, even though less than . In the event that a quorum; (ii) by a committee quorum of the Board consisting of Disinterested Directors designated by majority vote of such Disinterested Directorsis not obtainable or, even though less than a quorum; (iii) if there are no obtainable, such quorum of Disinterested DirectorsDirectors so directs, the determination shall be made by the Independent Counsel in a written opinion to the Board, or (iv) by the Company’s stockholdersa copy of which shall be delivered to Indemnitee.