Common use of Specific Authorization Clause in Contracts

Specific Authorization. Any indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the board of directors by a majority vote of directors who were not parties to such action, suit or proceeding (even though less than a quorum), or (2) if there are no disinterested directors or if a majority of disinterested directors so directs, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, or (3) by the stockholders of the corporation.

Specific Authorization. Any indemnification under Section 1 14.1(b) or 2 of this Article V Section 14.1(c) (unless ordered by a court) shall be made by the corporation Company only as authorized in the specific case upon a determination that indemnification of any person Person described in said Sections subsections is proper in the circumstances because he has met the applicable standard of conduct set forth in required by said Sections. Such determination shall be made (1i) by the board of directors Board by a majority vote of directors a quorum consisting of Managers who were not parties to such action, suit or proceeding (proceeding, even though if less than a quorum), or (2ii) if there are no disinterested directors such Managers, or if a majority of disinterested directors such Managers so directsdirect, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, or (3iii) by the stockholders affirmative vote of the corporationMembers holding a Majority Interest.

Specific Authorization. Any indemnification under Section 1 Sections 14.1 or 2 of this Article V 14.2 (unless ordered by a court) shall be made by the corporation Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the board Board of directors Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding (even though less than a quorum)proceeding, or (2) if there are no disinterested directors such a quorum is not obtainable, or even if obtainable a majority quorum of disinterested directors so directs, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, or (3) by the stockholders of the corporationCorporation.

Specific Authorization. Any indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the corporation Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the board Board of directors Directors by a majority vote of directors Directors who were not parties to such action, suit or proceeding (even though less than a quorum), or (2) if there are no disinterested directors Directors or if a majority of disinterested directors Directors so directs, by independent legal counsel (who may be regular legal counsel to the corporationCorporation) in a written opinion, or (3) by the stockholders of the corporationCorporation.

Specific Authorization. Any indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the corporation Corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by the board of directors by a majority vote of directors Directors who were not parties to such action, suit or proceeding (even though less than a quorum), or (2) if there are no disinterested directors Directors or if a majority of disinterested directors Directors so directs, by independent legal counsel (who may be regular legal counsel to the corporationCorporation) in a written opinion, or (3) by the stockholders of the corporationCorporation.