Common use of STOCKHOLDER VOTE ON DETERMINATION Clause in Contracts

STOCKHOLDER VOTE ON DETERMINATION. Notwithstanding the provisions of the Delaware Statute, the Indemnitee and any other stockholder who is a party to the proceeding for which indemnification or reimbursement is sought shall be entitled to vote on any Determination to be made by the Company's stockholders, including a Determination made pursuant to Section 5.7 hereof. In addition, in connection with each meeting at which a stockholder Determination will be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Company proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement.

STOCKHOLDER VOTE ON DETERMINATION. Notwithstanding the provisions of the Delaware StatuteGeneral Corporation law, the Indemnitee and any other stockholder who is a party to the proceeding for which indemnification or reimbursement is sought shall be entitled to vote on any say Determination to be made by the Company's stockholders, including a Determination made pursuant to Section 5.7 hereof. In addition, in connection with each meeting at which a stockholder Determination will be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The Company proxy statement relating to the proposal to indemnify or reimburse the Indemnitee shall not include a recommendation against indemnification or reimbursement.