Common use of Method of Determination Clause in Contracts

Method of Determination. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (1) if a Change of Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (2) of this Section 6(b), the determination shall be made by Independent Counsel in a written statement to the Board, a copy of which shall be delivered to Indemnitee; or (2) if a Change of Control has not occurred, the determination shall be made by (A) the Board by a majority vote of a quorum consisting of Disinterested Directors (or pursuant to unanimous written consent in lieu of a meeting if all of the Company’s Directors are Disinterested Directors), (B) a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board of Directors, by the stockholders of the Company.

Method of Determination. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof6.01, a determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (1a) if a Change of in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (2b) of this Section 6(b)6.02, the determination shall be made by Independent Counsel in a written statement to the Board, a copy of which shall be delivered to Indemnitee; or or (2b) if a Change of Control has not occurred, and subject to Section 6.05, the determination shall be made by (Ai) the Board by a majority vote of a quorum consisting of Disinterested Directors (or pursuant to unanimous written consent in lieu of a meeting if all of the Company’s Directors are Disinterested). In the event that a quorum of the Board consisting of Disinterested Directors)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, (Bii) a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board of DirectorsBoard, by the stockholders of the Company.

Method of Determination. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof6.01, a determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (1a) if a Change of Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (2b) of this Section 6(b)6.02, the determination shall be made by Independent Counsel in a written statement to the Board, a copy of which shall be delivered to Indemnitee; or or (2b) if a Change of Control has not occurred, and subject to Section 6.05, the determination shall be made by (Ai) the Board by a majority vote of a quorum consisting of Disinterested Directors (or pursuant to unanimous written consent in lieu of a meeting if all of the Company’s Directors are Disinterested DirectorsDisinterested), (Bii) a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (Div) if so directed by the Board of DirectorsBoard, by the stockholders of the Company.

Method of Determination. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof), a determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (1i) if a Change of Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (2ii) of this Section 6(b), the determination shall be made by Independent Counsel in a written statement to the Board, a copy of which shall be delivered to Indemnitee; or or (2ii) if a Change of Control has not occurred, and subject to Section 6(e), the determination shall be made by (A) the Board by a majority vote of a quorum consisting of Disinterested Directors (or pursuant to unanimous written consent in lieu of a meeting if all of the Company’s Directors are Disinterested DirectorsDisinterested), (B) a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board of DirectorsBoard, by the stockholders of the Company.

Method of Determination. Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a A determination (if required by applicable lawlaw or requested by the Board) with respect to Indemnitee’s 's entitlement to indemnification shall be made as follows: (1a) if a Change of Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (2b) of this Section 6(b)5.02, the determination shall be made by Independent Counsel in a written statement opinion to the Board, a copy of which shall be delivered to Indemnitee; or or (2b) if a Change of Control has not occurred, the determination shall be made by (A) the Board by a majority vote of a quorum consisting of Disinterested Directors (or pursuant to unanimous written consent in lieu of a meeting if all of Directors. In the Company’s Directors are Disinterested Directors), (B) a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than event that a quorum of the Board, (C) if there are no such Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directdirects, the determination shall be made by Independent Counsel in a written opinion to the Board of DirectorsBoard, a copy of which shall be delivered to Indemnitee. For the sake of clarity, no determination of entitlement shall be required to the extent that Indemnitee is successful, on the merits or otherwise (D) if so directed including by the Board dismissal with or without prejudice), in any Proceeding or in defense of Directorsany claim, by the stockholders of the Companyissue or matter therein, in whole or in part.