Common use of Required Determinations Clause in Contracts

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 4 of this Article4, any indemnification under this Article shall be made by the corporation 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 3, by any of this Article, bythe following: (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 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 corporationCorporation.