Common use of Required Determinations Clause in Contracts

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 Section 5.04 of these Bylaws4, 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 under in the circumstances because the agent has met the applicable standard of conduct set forth in Section 5.02 Sections 2 or 5.03 of these Bylaws 3 by: A. a (a) A majority vote of a quorum consisting of directors who are not parties to such proceedingsproceeding; B. approval (b) Approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or C. the (c) 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 attorney, or other person is opposed by the Corporationcorporation.