Disinterested Quorum definition

Disinterested Quorum means a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.

Disinterested Quorum means (A) a quorum of the Board consisting of directors who are not Parties to the subject Proceeding or any related Proceeding or (B) if the quorum described in clause (A) cannot be obtained, a committee duly appointed by the Board and consisting solely of two or more directors who are not Parties to the subject Proceeding or any related Proceeding, provided that directors who are Parties to the subject Proceeding or a related Proceeding may participate in the designation of members of the committee.

Disinterested Quorum means a quorum of the Board who are not parties in interest to the subject Action or any related Action.

Examples of Disinterested Quorum in a sentence

• No indemnification shall be required to be paid by the Corporation pursuant to Section 9.02 of this Article IX if, within such sixty (60) day period, (i) a Disinterested Quorum, by a majority vote thereof, determines that the Director or Officer or Covered Person requesting indemnification engaged in misconduct constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.

• One of such arbitrators shall be selected by a Disinterested Quorum (or by the Board if a Disinterested Quorum is not obtainable) by a majority vote thereof, the second by Indemnitee and the third by the two previously selected arbitrators.

• In the event a Disinterested Quorum makes such a determination, the decision of the Disinterested Quorum shall be final, and the Director or Officer shall have no right to appeal.

• Such independent determination shall be made, at the option of Indemnitee, by: (i) a panel of three arbitrators as set forth below in Section 6(f); (ii) an independent legal counsel mutually selected by Indemnitee and a Disinterested Quorum (or by the Board if a Disinterested Quorum cannot be obtained) by a majority vote thereof; or (iii) a court in accordance with Section 7.

• If a panel of arbitrators is to be employed hereunder, then one of such arbitrators shall be selected by a Disinterested Quorum (or by the Board if a Disinterested Quorum is not obtainable) by a majority vote thereof, the second by the Executive seeking indemnification and the third by the two previously selected arbitrators.

More Definitions of Disinterested Quorum

Disinterested Quorum means a quorum of the Board who are “disinterested directors” (as defined in Section 490.850(3) of the Statute.

Disinterested Quorum means a quorum of the Board of Directors who are not Parties to the subject Proceeding or any

Disinterested Quorum means (i) a quorum of the Board of Directors consisting of directors who are not Parties to the subject Proceeding or any related Proceeding or (ii) if the quorum described in clause (i) cannot be obtained, a committee duly appointed by the Board of Directors and consisting

Disinterested Quorum means a quorum of the Board of Directors who are not parties in interest to the subject Action or any related Action.

Disinterested Quorum means (A) a quorum of the Board consisting of directors who are

Disinterested Quorum means a quorum of the Board consisting of Directors who are not at the time Parties to the subject Proceeding or any related Proceeding.

Disinterested Quorum means a quorum of the Board who