Required Determinations Clause Samples

Required Determinations. Regulatory Planning and Review— Executive Orders 12866 and 13563 Executive Order 13771 Regulatory Flexibility Act Unfunded Mandates Reform Act (2 U.S.C. 1501 et seq.)

Required Determinations. Regulatory Planning and Review

Required Determinations. Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article, by: a) A majority vote of a quorum consisting of directors who are not parties to such proceeding; b) If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; c) Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or d) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Required Determinations. Except as provided in Section 5.04 of these Bylaws, any indemnification under this Article shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper under the circumstances because the agent has met the applicable standard of conduct set forth in Section 5.02 or 5.03 of these Bylaws by: A. a majority vote of a quorum consisting of directors who are not parties to such proceedings; B. approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or C. the court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation.

Required Determinations. Except as provided in subsection (d) of ----------------------- this Section, any indemnification under this Section shall be made by this corporation only if authorized in the specific case upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subsections (b) or (c) of this Section, by: (i) A majority vote of a quorum consisting of directors who are not parties to such proceeding; (ii) Approval or ratification by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) or by the written consent of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (iii) The court in which such proceeding is or was pending, upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation.

Required Determinations. Any indemnification under Sections 1 and 2 of this Article, unless ordered by a court or advanced pursuant to Section 5 of this Article, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Required Determinations. 18 Section 6. Advance of Expenses............................................. 18 Section 7.

Required Determinations. Except as provided in section 10.04 of this article X any indemnification under this article X shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in section 10.02 or 10.03 of this article X, by: (a) A majority vote of a quorum consisting of Directors who are not parties to such proceeding; or (b) The court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person rendering services in connection with the defense, is opposed by the Corporation.