Common use of Methods of Determination Clause in Contracts

Methods of Determination. Except as specified in subparagraph 2(d)(ii), upon the Director’s request for indemnification or advancement of Expenses, a determination with respect to the Director’s entitlement thereto shall be made: (i) if there has been no Change in Control, by a quorum of the Board consisting of Independent Directors, or (if such a quorum is not obtainable or such Independent Directors so direct) by Independent Counsel, or (ii) if there has been a Change in Control, by Independent Counsel; provided , however, that the Director shall have the right, in his or her sole discretion, to request that the determination be made by Independent Counsel; and provided, further, that in any event that with regard to advancements no such determination shall be necessary if (x) the Company shall have received written confirmation in reasonably acceptable form that the Company is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all the Expenses of the Director in a reasonably prompt manner, or (y) the Director has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by subparagraph 3(a) above).

Methods of Determination. Except as specified in subparagraph 2(d)(ii2(d)(2), upon the Director’s request for indemnification or advancement of Expenses, a determination with respect to the Director’s entitlement thereto shall be made: (i) if there has been no Change in Control, by a quorum of the Board consisting of Independent Directors, or (if such a quorum is not obtainable or such Independent Directors so direct) by Independent Counsel, or (ii) if there has been a Change in Control, by Independent Counsel; provided , however, that the Director shall have the right, in his or her sole discretion, to request that the determination be made by Independent Counsel; and provided, further, provided further that in any event that with regard to advancements no such determination shall be necessary if (x) the Company shall have received written confirmation in reasonably acceptable form that the Company is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all the Expenses of the Director in a reasonably prompt manner, or (y) the Director has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by subparagraph 3(a) above).

Methods of Determination. Except as specified in subparagraph 2(d)(ii), upon the Director’s request for indemnification or advancement of Expenses, a determination with respect to the Director’s entitlement thereto shall be made: (i) if there has been no Change in Control, by a quorum of the Board consisting of Independent Directors, or (if such a quorum is not obtainable or such Independent Directors so direct) by Independent Counsel, or (ii) if there has been a Change in Control, by Independent Counsel; provided , however, that the Director shall have the right, in his or her sole discretion, to request that the determination be made by Independent Counsel; and provided, further, provided further that in any event that with regard to advancements no such determination shall be necessary if (x) the Company shall have received written confirmation in reasonably acceptable form that the Company is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all the Expenses of the Director in a reasonably prompt manner, or (y) the Director has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by subparagraph 3(a) above).

Methods of Determination. Except as specified in subparagraph 2(d)(ii2(d)(2), upon the Director’s request for indemnification or advancement of Expenses, a determination with respect to the Director’s entitlement thereto shall be made: (i) if there has been no Change in Control, by a quorum of the Board consisting of Independent Directors, or (if such a quorum is not obtainable or such Independent Directors so direct) by Independent Counsel, or (ii) if there has been a Change in Control, by Independent Counsel; provided , however, that the Director shall have the right, in his or her sole discretion, to request that the determination be made by Independent Counsel; and provided, further, provided further that in any event that with regard to advancements no such determination shall be necessary if (x) the Company Corporation shall have received written confirmation in reasonably acceptable form that the Company Corporation is insured against all such losses arising by reason of any lawful advancements and that the insurer will pay all the Expenses of the Director in a reasonably prompt manner, or (y) the Director has provided an adequate security interest in addition to his affirmation and undertaking to repay (as required by subparagraph 3(a) above).