Common use of Proceedings by Director Clause in Contracts

Proceedings by Director. The Company shall not be liable to make any payment under this Agreement in connection with any action, suit or proceeding, or any part thereof, initiated by Director unless such action, suit or proceeding, or part thereof, (i) was authorized by the Company, such authorization to be conclusively established by action by disinterested members of the Board of Directors though less than a quorum or (ii) was brought by Director pursuant to Section 12(b) hereof.

Proceedings by Director. The Company shall not be liable to make any payment under this Agreement in m connection with any action, suit or proceeding, or any part thereof, initiated or otherwise brought by Director unless such action, suit or proceeding, or part thereof, (i) was authorized by the Company, such authorization to be conclusively established Company by action by a majority of the disinterested members of the Board of Directors though less than whether or not constituting a quorum or (ii) was brought by Director pursuant to Section 12(b) hereof.