Quorum of Disinterested Directors. A vote of a majority of a quorum (more than fifty percent (50%)) of the Board consisting of directors who are not parties to the Proceeding for which indemnification is being sought, based upon written submissions by the Company and the Indemnitee and, if the Indemnitee or directors so request, an oral presentation by the Indemnitee and by such other persons as such directors may request; PROVIDED, however, that the Indemnitee shall not have the right to be present during such directors' deliberations nor during presentations made to such directors by any person other than the Indemnitee;
Appears in 6 contracts
Samples: Indemnity Agreement (Kendle International Inc), Indemnity Agreement (Kendle International Inc), Indemnity Agreement (Kendle International Inc)
Quorum of Disinterested Directors. A vote of a majority of a quorum (more than fifty percent (50%)) of the Board consisting of directors who are not parties to the Proceeding for which indemnification is being sought, based upon written submissions by the Company and the Indemnitee and, if the Indemnitee or directors so request, an oral presentation by the Indemnitee and by such other persons as such directors may request; PROVIDEDprovided, however, that the Indemnitee shall not have the right to be present during such directors' deliberations nor during presentations made to such directors by any person other than the Indemnitee;
Appears in 2 contracts
Samples: Indemnity Agreement (Kendle International Inc), Indemnity Agreement (Kendle International Inc)