Common use of Right of Indemnitee To Select Forum For Determination Clause in Contracts

Right of Indemnitee To Select Forum For Determination. If, at any time subsequent to the date of this Agreement, “Continuing Directors” do not constitute a majority of the members of the Board, or there is otherwise a change in control of the Company (as contemplated by Item 403(c) of Regulation S-K), then the Determination required by Section 5 or 6 hereof shall be made by independent legal counsel selected by the Indemnitee and approved by the Board (which approval shall not be unreasonably withheld), which counsel shall be deemed to satisfy the requirements of clause (3) of Section 5 and clause (c) of Section 6.3 hereof. If none of the legal counsel selected by the Indemnitee are willing and/or able to make the

Right of Indemnitee To Select Forum For Determination. If, at any time subsequent to the date of this Agreement, “"Continuing Directors” " do not constitute a majority of the members of the Board, or there is otherwise a change in control of the Company (as contemplated by Item 403(c) of Regulation S-K), then the Determination required by Section 4 or 5 or 6 hereof shall be made by independent legal counsel selected by the Indemnitee and approved by the Board (which approval shall not be unreasonably withheld), which counsel shall be deemed to satisfy the requirements of clause (3) of Section 5 4 and clause (c) of Section 6.3 5.3 hereof. If none of the legal counsel selected by the Indemnitee are willing and/or able to make the